Exhibit 4.15


 


Execution Version


	
   

  



 


SENIOR NOTES


REGISTRATION RIGHTS AGREEMENT


 


Dated as of January 19, 2010


 


By and Among


 


GIBSON ENERGY ULC,


 


GEP MIDSTREAM FINANCE CORP.,


 


the GUARANTORS named herein


 


and


 


UBS SECURITIES LLC,


 


MORGAN STANLEY & CO. INCORPORATED


 


and


 


RBC CAPITAL MARKETS CORPORATION


 


as Initial Purchasers


 


10.00% Senior Notes due 2018


	
   

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Exchange Offer

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Shelf Registration

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Additional Interest

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Registration Procedures

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Registration Expenses

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Indemnification

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Rule 144A

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Underwritten Registrations

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Miscellaneous

  	
  22

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  No Inconsistent Agreements

  	
  22

  
	
  (b)

  	
  Adjustments Affecting Registrable Notes

  	
  22

  
	
  (c)

  	
  Amendments and Waivers

  	
  22

  
	
  (d)

  	
  Notices

  	
  23

  
	
  (e)

  	
  Guarantors

  	
  24

  
	
  (f)

  	
  Successors and Assigns

  	
  24

  
	
  (g)

  	
  Counterparts

  	
  24

  
	
  (h)

  	
  Headings

  	
  24

  
	
  (i)

  	
  Governing Law

  	
  24

  
	
  (j)

  	
  Interest Act

  	
  24

  
	
  (k)

  	
  Severability

  	
  24

  
	
  (l)

  	
  Securities Held by the Issuers or Their Affiliates

  	
  25

  
	
  (m)

  	
  Third-Party Beneficiaries

  	
  25

  
	
  (n)

  	
  Entire Agreement

  	
  25

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 


i

















 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is dated as of January 19, 2010, by and among GIBSON ENERGY ULC, an
Alberta unlimited liability corporation (the “Company”), GEP MIDSTREAM
FINANCE CORP., an Alberta corporation (the “Co-Issuer”), and each of the
Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors
are referred to collectively herein as the “Issuers”), on the one hand,
and UBS SECURITIES LLC, MORGAN STANLEY & CO. INCORPORATED (the “Representatives”)
and RBC CAPITAL MARKETS CORPORATION (together with the Representatives, the “Initial
Purchasers”), on the other hand.


 


This Agreement is entered into in connection with
the Purchase Agreement, dated as of January 13, 2010, by and among the
Issuers and the Initial Purchasers (the “Purchase Agreement”), relating
to the offering of $200,000,000 aggregate principal amount of 10.00% Senior
Notes due 2018 of the Company (including the guarantees thereof by the
Guarantors, the “Notes”).  The
execution and delivery of this Agreement is a condition to the Initial
Purchasers’ obligation to purchase the Notes under the Purchase Agreement.


 


The parties hereby agree as
follows:


 


Section 1.        Definitions


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“action” shall have the meaning set forth in Section 7(c) hereof.


 


“Additional Interest” shall have the meaning
set forth in Section 4(a) hereof.


 


“Additional Interest
Payment Date” shall have the meaning set forth in Section 4(b) hereof.


 


“Advice” shall have the meaning set forth in Section 5
hereof.


 


“Agreement” shall have the meaning set forth
in the first introductory paragraph hereto.


 


“Applicable Period” shall have the meaning
set forth in Section 2(b) hereof.


 


“Board of Directors” shall have the meaning
set forth in Section 5 hereof.


 


“Business Day” shall mean a day that is not a
Legal Holiday.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Company” shall have the meaning set forth in
the first introductory paragraph hereto and shall also include the Company’s permitted
successors and assigns.


 

















 


“day” shall mean a calendar day.


 


“Delay Period” shall have the meaning set
forth in Section 5 hereof.


 


“Effectiveness Period” shall have the meaning
set forth in Section 3(b) hereof.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 


“Exchange Notes” shall have the meaning set
forth in Section 2(a) hereof.


 


“Exchange Offer” shall have the meaning set
forth in Section 2(a) hereof.


 


“Exchange Offer Registration Statement” shall
have the meaning set forth in Section 2(a) hereof.


 


“FINRA” shall have the meaning set forth in Section 5(r) hereof.


 


“Guarantors” means Parent and each subsidiary
of the Company listed on the signature page to this Agreement and each
Person who executes and delivers a counterpart of this Agreement after the date
hereof pursuant to Section 10(e) hereof.


 


“Holder” shall mean any holder of a
Registrable Note or Registrable Notes.


 


“Indenture” shall mean the Indenture, dated
as of January 19, 2010, by and among the Issuers and The Bank of New York
Mellon, as trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.


 


“Initial Purchasers” shall have the meaning
set forth in the first introductory paragraph hereof.


 


“Inspectors” shall have the meaning set forth
in Section 5(n) hereof.


 


“Issue Date” shall mean January 19,
2010, the date of original issuance of the Notes.


 


“Issuers” shall have the meaning set forth in
the first introductory paragraph hereto.


 


“Legal Holiday” shall mean a Saturday, a
Sunday or a day on which banking institutions in New York, New York are
required by law, regulation or executive order to remain closed.


 


“Losses” shall have the meaning set forth in Section 7(a) hereof.


 


“Notes” shall have the meaning set forth in
the second introductory paragraph hereto.


 


“Parent” means Gibson Energy Holding ULC, an
Alberta unlimited liability corporation, and its successors and assigns.


 


2

















 


“Participant” shall have the meaning set
forth in Section 7(a) hereof.


 


“Participating Broker-Dealer” shall have the
meaning set forth in Section 2(b) hereof.


 


“Person” shall mean an individual,
corporation, partnership, joint venture association, joint stock company,
trust, unincorporated limited liability company, government or any agency or
political subdivision thereof or any other entity.


 


“Private Exchange” shall have the meaning set
forth in Section 2(b) hereof.


 


“Private Exchange Notes” shall have the
meaning set forth in Section 2(b) hereof.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, any
prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.


 


“Purchase Agreement” shall have the meaning
set forth in the second introductory paragraph hereof.


 


“Records” shall have the meaning set forth in
Section 5(n) hereof.


 


“Registrable Notes” shall mean each Note upon
its original issuance and at all times subsequent thereto, each Exchange Note
as to which Section 2(c)(iv) hereof is applicable upon original
issuance and at all times subsequent thereto and each Private Exchange Note
upon original issuance thereof and at all times subsequent thereto, in each
case until (i) a Registration Statement (other than, with respect to any
Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the Commission and such
Note, Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes that may be resold without restriction under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note,
as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) the
Exchange Offer has been consummated in accordance with the terms of this
Agreement, such Note, Exchange Note or Private Exchange Note has been sold in
compliance with 144A or is salable pursuant to Rule 144 and the Company is
subject to periodic filing requirements under the Exchange Act.


 


“Registration Default” shall have the meaning
set forth in Section 4(a) hereof.


 


“Registration Statement” shall mean any
appropriate registration statement of the Issuers covering any of the
Registrable Notes filed with the Commission under the Securities Act, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments,


 


3

















 


in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Representatives” shall have the meaning set
forth in the first introductory paragraph hereto.


 


“Requesting Participating Broker-Dealer”
shall have the meaning set forth in Section 2(b) hereof.


 


“Rule 144” shall mean Rule 144
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities
being free of registration and prospectus delivery requirements of the
Securities Act.


 


“Rule 144A” shall mean Rule 144A
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144) or regulation
hereafter adopted by the Commission.


 


“Rule 415” shall mean Rule 415
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Shelf Effectiveness Deadline” shall have the
meaning set forth in Section 3(b) hereof.


 


“Shelf Filing Event”
shall have the meaning set forth in Section 2(c) hereof.


 


“Shelf Registration” shall have the meaning
set forth in Section 3(a) hereof.


 


“TIA” shall mean the Trust Indenture Act of
1939, as amended.


 


“Trustee” shall mean the trustee under the
Indenture and the trustee (if any) under any indenture governing the Exchange
Notes and Private Exchange Notes.


 


“underwritten registration” or “underwritten
offering” shall mean a registration in which securities of the Issuers are
sold to an underwriter for reoffering to the public.


 


Section 2.        Exchange
Offer


 


(a)           Unless the Exchange Offer would violate applicable law or
interpretation of the staff of the Commission, the Issuers shall (i) file
a Registration Statement (the “Exchange Offer Registration Statement”)
with the Commission within 270 days after the Issue Date on an appropriate
registration form with respect to a registered offer (the “Exchange Offer”)
to exchange any and all of 


 


4

















 


the Registrable Notes for a like aggregate
principal amount of notes (including the guarantees with respect thereto, the “Exchange
Notes”) that are identical in all material respects to the Notes (except
that the Exchange Notes shall not contain restrictive legends, terms with
respect to transfer restrictions or Additional Interest upon a Registration
Default), (ii) use their reasonable best efforts to cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
within 360 days after the Issue Date and (iii) use their reasonable best
efforts to consummate the Exchange Offer within 390 days after the Issue
Date.  Upon the Exchange Offer
Registration Statement being declared effective by the Commission, the Issuers
will offer the Exchange Notes in exchange for surrender of the Notes.  The Issuers shall keep the Exchange Offer
open for not less than 20 Business Days (or longer if required by applicable
law) after the date notice of the Exchange Offer is mailed to Holders.


 


Each Holder that participates in the Exchange Offer
will be required to represent to the Issuers in writing that (i) any
Exchange Notes to be received by it will be acquired in the ordinary course of
its business, (ii) it has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities Act)
of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it
is not an affiliate of the Company or any Guarantor as defined by Rule 405
of the Securities Act, or if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged
in, and does not intend to engage in, a distribution of Exchange Notes, (v) if
such Holder is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of market-making
or other trading activities, it will deliver a prospectus in connection with
any resale of such Exchange Notes and (vi) such Holder has the full power
and authority to transfer the Notes in exchange for the Exchange Notes and that
the Issuers will acquire good and unencumbered title thereto free and clear of
any liens, restrictions, charges or encumbrances and not subject to any adverse
claims.


 


(b)           The Issuers and the Initial Purchasers acknowledge that
the staff of the Commission has taken the position that any broker-dealer that
elects to exchange Notes that were acquired by such broker-dealer for its own
account as a result of market-making or other trading activities for Exchange
Notes in the Exchange Offer (a “Participating Broker-Dealer”) may be
deemed to be an “underwriter” within the meaning of the Securities Act and must
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes (other than a resale of an
unsold allotment resulting from the original offering of the Notes).


 


The Issuers and the Initial Purchasers also
acknowledge that the staff of the Commission has taken the position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Notes, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Notes owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligations under the Securities
Act in connection with resales of Exchange Notes for their own accounts, so
long as the Prospectus otherwise meets the requirements of the Securities Act.


 


In light of the foregoing, if requested in writing
not later than 30 Business Days following completion of the Exchange Offer, by
a Participating Broker-Dealer (a “Requesting Participating Broker-Dealer”),
the Issuers agree to use their reasonable best efforts to keep the Exchange
Offer 


 


5

















 


Registration Statement
continuously effective for a period necessary to comply with applicable law in
connection with such resales but in no event more than 180 days after the date
on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to any Delay Period in accordance with the
penultimate paragraph of Section 5 hereof (such period, the “Applicable
Period”), or such earlier date as each Requesting Participating
Broker-Dealer shall have notified the Company in writing that such Requesting
Participating Broker-Dealer has resold all Exchange Notes acquired by it in the
Exchange Offer.  The Issuers shall
include a plan of distribution in such Exchange Offer Registration Statement
that meets the requirements set forth in the preceding paragraph.


 


If, prior to consummation of the Exchange Offer, any
Initial Purchaser or any other Holder holds any Notes acquired by it that have,
or that are reasonably likely to be determined to have, the status of an unsold
allotment in an initial distribution, or if any Holder is not entitled to participate
in the Exchange Offer, the Issuers upon the request of the Initial Purchasers
or any such Holder, as the case may be, shall simultaneously with the delivery
of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial
Purchasers or any such Holder, as the case may be, in exchange (the “Private
Exchange”) for such Notes held by such Initial Purchaser or any such Holder
a like principal amount of notes (the “Private Exchange Notes”) of the Issuers
that are identical in all material respects to the Exchange Notes except that
the Private Exchange Notes may be subject to restrictions on transfer and bear
a legend to such effect.  The Private Exchange
Notes shall be issued pursuant to the same indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes (if permitted by the CUSIP Service
Bureau).


 


Upon consummation of the Exchange Offer in
accordance with this Section 2, the Issuers shall have no further
registration obligations other than the Issuers’ continuing registration obligations
with respect to (i) Private Exchange Notes, (ii) Exchange Notes held
by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to
which clause (c)(iv) of this Section 2 applies.


 


In connection with the
Exchange Offer, the Issuers shall:


 


(1)           mail or cause to be
mailed to each Holder entitled to participate in the Exchange Offer a copy of
the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;


 


(2)           utilize the services
of a depositary for the Exchange Offer with an address in the Borough of
Manhattan, The City of New York;


 


(3)           permit Holders to
withdraw tendered Notes at any time prior to the close of business, New York
time, on the last Business Day on which the Exchange Offer shall remain open;
and


 


(4)           otherwise comply in
all material respects with all applicable laws, rules and regulations.


 


6

















 


As soon as practicable after
the close of the Exchange Offer and the Private Exchange, if any, the Issuers
shall:


 


(1)           accept for exchange
all Notes validly tendered and not validly withdrawn by the Holders pursuant to
the Exchange Offer and the Private Exchange, if any;


 


(2)           deliver or cause to
be delivered to the Trustee for cancellation all Registrable Notes so accepted
for exchange; and


 


(3)           cause the Trustee to
authenticate and deliver promptly to each such Holder of Notes, Exchange Notes
or Private Exchange Notes, as the case may be, equal in principal amount to the
Registrable Notes of such Holder so accepted for exchange; provided
that in the case of any Registrable Notes held in global form by a depositary,
authentication and delivery to such depositary of one or more Exchange Notes in
global form in an equivalent principal amount therefor for the account of such
Holder in accordance with the Indenture shall satisfy such authentication and
delivery requirements.


 


The Exchange Offer and the Private Exchange shall
not be subject to any conditions, other than that (i) the Exchange Offer
or Private Exchange, as the case may be, does not violate applicable law or any
applicable interpretation of the staff of the Commission, (ii) no action
or proceeding shall have been instituted or threatened in any court or by any
governmental agency which might materially impair the ability of the Issuers to
proceed with the Exchange Offer or the Private Exchange, and no material
adverse development shall have occurred in any existing action or proceeding
with respect to the Issuers and (iii) all governmental approvals shall have
been obtained, which approvals the Company deems necessary for the consummation
of the Exchange Offer or Private Exchange.


 


The Exchange Notes and the Private Exchange Notes
shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture (in either case, with such
changes as are necessary to comply with any requirements of the Commission to
effect or maintain the qualification thereof under the TIA) and which, in
either case, has been qualified under the TIA and shall provide that (a) the
Exchange Notes shall not be subject to the transfer restrictions set forth in
the Indenture and (b) the Private Exchange Notes shall be subject to the
transfer restrictions set forth in the Indenture.  The Indenture or such indenture shall provide
that the Exchange Notes, the Private Exchange Notes and the Notes shall vote
and consent together on all matters as one class and that none of the Exchange
Notes, the Private Exchange Notes or the Notes will have the right to vote or
consent as a separate class on any matter.


 


(c)           In the event that (i) any changes in law or the
applicable interpretations of the staff of the Commission do not permit the
Issuers to effect the Exchange Offer, (ii) for any reason the Exchange
Offer is not consummated within 390 days of the Issue Date, (iii) any
Holder notifies the Company prior to the 20th day following consummation of the
Exchange Offer that it is prohibited by law or the applicable interpretations
of the staff of the Commission from participating in the Exchange Offer, (iv) in
the case of any Holder (other than any Initial Purchaser) who participates in
the Exchange Offer, such Holder does not receive Exchange Notes on the date of
the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of any Issuer within the meaning of the Securities Act) or (v) any
Initial 


 


7

















 


Purchaser so requests with respect to Notes
or Private Exchange Notes that have, or that are reasonably likely to be
determined to have, the status of unsold allotments in an initial distribution
(each such event referred to in clauses (i) through (v) of this
sentence, a “Shelf Filing Event”), then the Issuers shall file a Shelf
Registration pursuant to Section 3 hereof.


 


Section 3.        Shelf
Registration


 


If at any time a Shelf
Filing Event shall occur, then:


 


(a)           Shelf Registration. 
The Issuers shall file with the Commission a Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415 covering
all of the Registrable Notes not exchanged in the Exchange Offer, Private
Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is
applicable (the “Shelf Registration”). 
The Shelf Registration shall be on Form F-1 or another appropriate
form permitting registration of such Registrable Notes for resale by Holders in
the manner or manners designated by them (including if the event described in Section 2(c)(i) shall
have occurred, without limitation, one or more underwritten offerings).  The Issuers shall not permit any securities
other than the Registrable Notes to be included in the Shelf Registration and
under this Agreement shall have no obligations other than with respect to
Registrable Notes.


 


(b)           The Issuers shall use their commercially reasonable
efforts (x) to cause the Shelf Registration to be declared effective under
the Securities Act on or prior to the later of (A) the 360th day after the
Issue Date and (B) the 90th day after the occurrence of the applicable
Shelf Filing Event (or if such day is not a Business Day, the next succeeding
Business Day) (such date being the “Shelf Effectiveness Deadline”) and (y) to
keep the Shelf Registration continuously effective under the Securities Act for
the period (the “Effectiveness Period”) ending on the earliest of (i) the
date that is one year from the Issue Date, subject to extension pursuant to the
penultimate paragraph of Section 5 hereof, or (ii) the last day of
the period that will end when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration; provided, however, that (i) the
Effectiveness Period in respect of the Shelf Registration shall be extended to
the extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein and (ii) from time to time the Company may suspend
the effectiveness of the Shelf Registration by written notice to the Holders
solely (A) as a result of the filing of a post-effective amendment to the
Shelf Registration to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
Prospectus or (B) to the extent and for so long as permitted by the
penultimate paragraph of Section 5, provided, however, that nothing in
this sentence shall require the Issuers to file more than one post-effective
amendment to the Shelf Registration in any 45-day period.


 


(c)           Supplements and Amendments.  The Issuers agree to supplement or make
amendments to the Shelf Registration as and when required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration or by the Securities Act or rules and regulations
thereunder for shelf registration, or if reasonably requested by  the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement or by any underwriter of such Registrable Notes.


 


8






 










 


(d)           Notwithstanding anything to the contrary herein, upon
notice to the Holders, the Issuers may suspend the use or the effectiveness of
such Shelf Registration, or extend the time period in which it is required to
file the Shelf Registration, for up to 60 days in the aggregate in any 12-month
period if (x) the Board of Directors determines, in good faith, that the
disclosure of an event, occurrence or other item at such time could reasonably
be expected to have a material adverse effect on the business, operations or
prospects or (y) the disclosure otherwise relates to a material business
transaction which has not been publicly disclosed and the Board of Directors
determines, in good faith, that any such disclosure would jeopardize the
success of the transaction or that disclosure of the transaction is prohibited
pursuant to the terms thereof; provided that the Issuers shall promptly
notify the Holders when the Shelf Registration may once again be used or is
effective; provided further that the period referred to in Section 2
during which the Issuers agree to use their commercially reasonable efforts to
keep such Shelf Registration Statement effective shall be extended by the number
of days during which such Shelf Registration Statement was not effective pursuant
to the foregoing provision.


 


Section 4.        Additional
Interest


 


(a)           The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible
to ascertain the extent of such damages with precision.  Accordingly, the Issuers agree that if:


 


(i)            the Exchange Offer
is not consummated on or prior to the 390th day following
the Issue Date, or, if that day is not a Business Day, the next day that is a
Business Day; or


 


(ii)           the Shelf
Registration is required to be filed but is not declared effective within the
time period specified in Section 3(b)(x), or is declared effective by such date
but thereafter ceases to be effective or usable without being succeeded
immediately by an additional registration statement applicable to the Notes
filed and declared effective (unless the Shelf Registration ceases to be
effective or usable as specifically permitted by the penultimate paragraph of Section 5
hereof),


 


(each such event referred to in clauses (i) and
(ii) a “Registration Default”), additional interest in the form of
additional cash interest (“Additional Interest”) will accrue on the
affected Registrable Notes.  The rate of
Additional Interest will be 0.25% per annum for the first 90-day period
immediately following the occurrence of a Registration Default, increasing by
an additional 0.25% per annum with respect to each subsequent 90-day period up
to a maximum amount of Additional Interest of 1.00% per annum, from and
including the date on which any such Registration Default shall occur to the
date on which all Registration Defaults have been cured.  If, after the cure of all Registration
Defaults then in effect, there is a subsequent Registration Default, the rate
of Additional Interest for such subsequent Registration Default shall initially
be 0.25% regardless of the rate in effect with respect to any prior
Registration Default at the time of cure of such Registration Default and shall
increase in the manner and be subject to the maximum Additional Interest rate
contained in the preceding sentence.


 


Notwithstanding the
foregoing, (1) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending
and (2) a Holder of Registrable Notes that is not entitled to the benefits
of the Shelf Registration (e.g., such Holder has not 


 


9

















 


elected to include information) shall not be
entitled to Additional Interest with respect to a Registration Default that
pertains to the Shelf Registration.


 


(b)           So
long as Notes remain outstanding, the Company shall notify the Trustee within
five Business Days after each and every date on which an event occurs in
respect of which Additional Interest is required to be paid.  Any amounts of Additional Interest due
pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be
payable in cash semi-annually on each January 15 and July 15 (each an
“Additional Interest Payment Date”), commencing with the first such date
occurring after any such Additional Interest commences to accrue, to Holders to
whom regular interest is payable on such Additional Interest Payment Date with
respect to Notes that are Registrable Notes. 
The amount of Additional Interest for each Registrable Note will be
determined by multiplying the applicable rate of Additional Interest by the
aggregate principal amount of such Registrable Note outstanding on the Additional
Interest Payment Date following such Registration Default in the case of the
first such payment of Additional Interest with respect to a Registration
Default (and thereafter at the next succeeding Additional Interest Payment Date
until the cure of such Registration Default), and multiplying the product of
the foregoing by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.


 


Section 5.        Registration
Procedures


 


In connection with the filing of any Registration
Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such
registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Issuers hereunder, the Issuers shall, subject to the terms and limitations
otherwise provided herein:


 


(a)           Prepare and file with the Commission the Registration
Statement or Registration Statements prescribed by Section 2 or 3 hereof, and
use their reasonable best efforts to cause each such Registration Statement to
become effective and remain effective as provided herein; provided, however,
that, if (1) such filing is pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuers shall furnish
to and afford the Holders of the Registrable Notes covered by such Registration
Statement or each such Participating Broker-Dealer, as the case may be, their
counsel (if requested by any such person) and the managing underwriters, if
any, a reasonable opportunity to review copies of all such documents (including
copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least three Business
Days prior to such filing).  The Issuers
shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement, or any such
Participating Broker-Dealer, as the case may be, their counsel, or the managing
underwriters, if any, shall reasonably object on a timely basis.


 


10

















 


(b)           Prepare and file with the Commission such amendments and
post-effective amendments to each Shelf Registration or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period or
the Applicable Period, as the case may be; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions
then in force) promulgated under the Securities Act; and comply with the
applicable provisions of the Securities Act and the Exchange Act with respect
to the disposition of all securities covered by such Registration Statement as
so amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus, in each case, in accordance with the intended
methods of distribution set forth in such Registration Statement or Prospectus,
as so amended or supplemented.


 


(c)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto from whom the
Company has received written notice that such Broker-Dealer will be a
Participating Broker-Dealer in the applicable Exchange Offer, notify the
selling Holders of Registrable Notes, or each such Participating Broker-Dealer,
as the case may be, their counsel (if such counsel is known to the Issuers) and
the managing underwriters, if any, as promptly as possible, and, if requested
by any such Person, confirm such notice in writing, (i) when a Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when
the same has become effective under the Securities Act  (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Issuers,
one conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference and exhibits), (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus or the initiation of any proceedings for that purpose, (iii) if
at any time when a Prospectus is required by the Securities Act to be delivered
in connection with sales of the Registrable Notes or resales of Exchange Notes
by Participating Broker-Dealers the representations and warranties of the
Issuers contained in any agreement (including any underwriting agreement) contemplated
by Section 5(m) hereof cease to be true and correct in all material respects,
(iv) of the receipt by any of the Issuers of any notification with respect
to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes
for offer or sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, (v) of the happening of any event, the
existence of any condition or any information becoming known to any Issuer that
makes any statement made in such Registration Statement or related Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or 


 


11

















 


necessary
to make the statements therein not misleading, and that in the case of the
Prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and (vi) of the Company’s determination that a
post-effective amendment to a Registration Statement would be appropriate.


 


(d)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use their reasonable best efforts
to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes, as the case may be, for
sale in any jurisdiction, and, if any such order is issued, to use their
reasonable best efforts to obtain the withdrawal of any such order at the earliest
practicable moment.


 


(e)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period and if requested by the managing
underwriter or underwriters (if any), the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement or any Participating Broker-Dealer, as the case may be, (i) promptly
incorporate in such Registration Statement or Prospectus a prospectus
supplement or post-effective amendment such information as the managing underwriter
or underwriters (if any), such Holders or any Participating Broker-Dealer, as
the case may be (based upon advice of counsel), determine is reasonably
required to be included therein and (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Company has received notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; provided, however,
that the Issuers shall not be required to take any action hereunder that would,
in the written opinion of counsel to the Issuers, violate applicable laws.


 


(f)            If (1) a Shelf Registration is filed pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
who so requests, their counsel (if requested by any such person) and each
managing underwriter, if any, at the sole expense of the Issuers, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.


 


(g)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 


 


12

















 


hereof
is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
deliver to each selling Holder of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, their respective counsel (if requested) and
the underwriters, if any, at the sole expense of the Issuers, as many copies of
the Prospectus or Prospectuses (including each form of preliminary prospectus)
and each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last paragraph
of this Section 5, the Issuers hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers (if any), in
connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to,
such Prospectus and any amendment or supplement thereto.


 


(h)           Prior to any public offering of Registrable Notes or
Exchange Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use their reasonable best efforts
to register or qualify, and to cooperate with the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
the managing underwriter or underwriters, if any, and their respective counsel
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes or Exchange Notes, as
the case may be, for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request
in writing; provided, however, that where Exchange Notes or Registrable
Notes are offered other than through an underwritten offering, the Issuers
agree to use their reasonable best efforts to cause the Issuers’ counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h); keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of such Exchange Notes or Registrable Notes
covered by the applicable Registration Statement; provided, however,
that no Issuer shall be required to (A) qualify generally to do business
in any jurisdiction where it is not then so qualified, (B) take any action
that would subject it to general service of process in any such jurisdiction
where it is not then so subject or (C) subject itself to taxation in
excess of a nominal dollar amount in any such jurisdiction where it is not then
so subject.


 


(i)            If a Shelf Registration is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Registrable Notes and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends, other than
legends with respect to restrictions on transfers under Canadian securities
laws, and shall be in a form eligible for deposit with The Depository Trust
Company; and enable such Registrable Notes to be in such denominations (subject
to any applicable requirements set forth in the Indenture) and registered in
such names as the managing underwriter or underwriters, if any, or selling
Holders may request at least three Business Days prior to any sale of such
Registrable Notes.


 


13

















 


(j)            Use their reasonable best efforts to cause the
Registrable Notes or Exchange Notes covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be reasonably necessary to enable the seller or sellers thereof or the
underwriter or underwriters, if any, to consummate the disposition of such
Registrable Notes or Exchange Notes, except as may be required solely as a consequence
of the nature of such selling Holder’s business, in which case the Issuers will
cooperate in all reasonable respects with the filing of such Registration Statement
and the granting of such approvals.


 


(k)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, upon the occurrence of any event
contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly
as practicable prepare and (subject to Section 5(a) and the penultimate
paragraph of this Section 5) file with the Commission, at the sole expense
of the Issuers, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Notes being sold thereunder or to the purchasers of the Exchange Notes to whom
such Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(l)            Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
certificates for the Registrable Notes in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Notes.


 


(m)          In connection with any underwritten offering of Registrable
Notes pursuant to a Shelf Registration, enter into an underwriting agreement as
is customary in underwritten offerings of debt securities similar to the Notes,
in a form reasonably satisfactory to the Issuers and any such underwriter, and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, whether or not such offering
is an underwritten offering, (i) make such representations and warranties
to the underwriter or underwriters (and to any Holder that has advised the
Company that such Holder may have a “due diligence” defense under Section 11
of the Securities Act), and covenants with, the underwriters with respect to
the business of the Issuers and their subsidiaries as then conducted (including
any acquired business, properties or entity, if applicable), and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are
customarily made by issuers to underwriters in underwritten offerings of debt securities
similar to the Notes, and confirm the same in writing if and when requested; (ii) use
their reasonable best efforts to obtain the written opinions of counsel to the
Issuers and written updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter


 


14

















 


or
underwriters, addressed to the underwriters (and to any Holder that has advised
the Company that such Holder may have a “due diligence” defense under Section 11
of the Securities Act) covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by the managing underwriter or underwriters; (iii) use their reasonable
best efforts to obtain “cold comfort” letters and updates thereof in form,
scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Issuers
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters (and to any Holder that has advised the Company that such
Holder may have a “due diligence” defense under Section 11 of the Securities
Act), such letters to be in reasonable and customary form and covering matters
of the type customarily covered in “cold comfort” letters in connection with
underwritten offerings of debt securities similar to the Notes; and (iv) if
an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set
forth in Section 7 hereof (or such other provisions and procedures
acceptable to Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement and the managing
underwriter or underwriters or agents) with respect to all parties to be indemnified
pursuant to said Section; provided that the Issuers shall not be
required to provide indemnification to any underwriter selected in accordance
with the provisions of Section 9 hereof with respect to information
relating to such underwriter furnished in writing to the Company by or on
behalf of such underwriter expressly for inclusion in such Registration
Statement.  The above shall be done at
each closing under such underwriting agreement, or as and to the extent required
thereunder.


 


(n)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, make available for inspection by
any selling Holder of such Registrable Notes being sold or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”),
at the offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and instruments of
the Company and its subsidiaries (collectively, the “Records”) as shall
be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors  and employees of the Company and its
subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement and Prospectus.  Each Inspector shall agree in writing that it
will keep the Records confidential and that it will not disclose, or use in
connection with any market transactions in violation of any applicable
securities laws, unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, (iii) disclosure
of such information is necessary or advisable in the opinion of counsel for 


 


15

















 


an
Inspector in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising hereunder
or thereunder, or (iv) the information in such Records has been made
generally available to the public other than through an act of such Inspector
in violation of this Section 5(n); provided, however, that (i) each
Inspector shall agree to use reasonable best efforts to provide notice to the
Company of the potential disclosure of any information by such Inspector
pursuant to clause (i), (ii) or (iii) of this sentence to permit the
Issuers to obtain a protective order (or waive the provisions of this paragraph
(n)) and (ii) each such Inspector shall take such actions as are reasonably
necessary to protect the confidentiality of such information (if practicable)
to the extent such action is otherwise not inconsistent with, an impairment of
or in derogation of the rights and interests of the Holder or any Inspector.


 


(o)           Provide an indenture trustee for the Registrable Notes or
the Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(b) hereof to be qualified under
the TIA not later than the effective date of the Exchange Offer or the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Notes or Exchange Notes, as applicable, to effect such
changes to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use their
reasonable best efforts to cause such trustee to execute, all documents as may
be required to effect such changes, and all other forms and documents required
to be filed with the Commission to enable such indenture to be so qualified in
a timely manner.


 


(p)           Comply with all applicable rules and regulations of
the Commission and make generally available to the Company’s securityholders
earnings statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) (i) commencing at the end of any fiscal quarter
in which Registrable Notes or Exchange Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods consistent with
the requirements of Rule 158.


 


(q)           If the Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, mark, or
cause to be marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be; provided that in no event shall such
Registrable Notes be marked as paid or otherwise satisfied.


 


(r)            Cooperate with each seller of Registrable Notes covered
by any Registration Statement and each underwriter, if any, participating in
the disposition of such Registrable Notes and their respective counsel in
connection with any filings required to be made with the Financial Industry
Regulatory Authority (“FINRA”).


 


16

















 


(s)           Use their reasonable best efforts to take all other steps
reasonably necessary or advisable to effect the registration of the Exchange
Notes and/or Registrable Notes covered by a Registration Statement contemplated
hereby.


 


The Company may require each seller of Registrable
Notes or Exchange Notes as to which any registration is being effected to
furnish to the Company such information regarding such seller and the
distribution of such Registrable Notes or Exchange Notes as the Company may,
from time to time, reasonably request. 
The Company may exclude from such registration the Registrable Notes of
any seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request and in the event of such an
exclusion, the Issuers shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4) with respect
to such seller or any subsequent Holder of such Registrable Notes.  Each seller as to which any Shelf
Registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make any information
previously furnished to the Company by such seller not materially misleading.


 


If any such Registration Statement refers to any
Holder by name or otherwise as the holder of any securities of the Company or
the Guarantors, then such Holder shall have the right to require (i) the
insertion therein of language, in form and substance reasonably satisfactory to
such Holder, to the effect that the holding by such Holder of such securities
is not to be construed as a recommendation by such Holder of the investment
quality of the securities covered thereby and that such holding does not imply
that such Holder will assist in meeting any future financial requirements of
the Company or the Guarantors, or (ii) in the event that such reference to
such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the applicable Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.


 


Each Holder of Registrable Notes and each
Participating Broker-Dealer agrees by acquisition of such Registrable Notes or
Exchange Notes that, upon the Company providing notice to such Holder or
Participating Broker-Dealer, as the case may be, (x) of the happening of any
event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), or
5(c)(v) hereof, or (y) that the Board of Directors of the Company
(the “Board of Directors”) has resolved that the Company has a bona fide business purpose for doing so, then, upon
providing such notice (which shall refer to the penultimate paragraph of this Section 5),
the Issuers may delay the filing or the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration (if not then filed or
effective, as applicable) and shall not be required to maintain the
effectiveness thereof or amend or supplement the Exchange Offer Registration
Statement or the Shelf Registration, in all cases, for a period (a “Delay
Period”) expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus
may be resumed, and has received copies of any amendments or supplements
thereto or (ii) in the case of the immediately preceding clause (y),
the date which is the earlier of (A) the date on which such business
purpose ceases to interfere with the Issuers’ obligations to file or maintain
the effectiveness of any such Registration Statement pursuant to this Agreement
or (B) 60 days after the Company notifies the Holders of such good faith determination.  There shall not be more than 60 days of Delay
Periods during any 12-month period.  The
maximum length of the Applicable


 


17

















 


Period set forth in Section 2(b) shall
be extended by a number of days equal to the number of days during any Delay
Period.  Any Delay Period will not alter
the obligations of the Issuers to pay Additional Interest under the
circumstances set forth in Section 4 hereof.


 


Each Holder or Participating Broker-Dealer, by its
acceptance of any Registrable Note, agrees that during any Delay Period, each
Holder or Participating Broker-Dealer will discontinue disposition of such
Notes or Exchange Notes covered by such Registration Statement or Prospectus or
Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the
case may be.


 


Section 6.        Registration
Expenses


 


All fees and expenses incident to the performance of
or compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions) shall be borne by the Issuers, whether or not the
Exchange Offer Registration Statement or the Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or
Exchange Notes for investment under the laws of such jurisdictions (x) where
the holders of Registrable Notes are located, in the case of an Exchange Offer,
or (y) as provided in Section 5(h) hereof, in the case of a
Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of a majority in aggregate principal amount of the
Registrable Notes included in any Registration Statement or in respect of
Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) reasonable fees and disbursements of counsel for the
Issuers and the reasonable fees and disbursements of one special counsel for
all of the sellers of Registrable Notes (exclusive of any counsel retained
pursuant to Section 7 hereof) selected by the Holders of a majority in
aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes
being registered and reasonably satisfactory to the Issuers, (v) fees and
disbursements of all independent certified public accountants referred to in Section
5(m)(iii) hereof (including, without limitation, the expenses of any special
audit and “cold comfort” letters required by or incident to such performance), (vi) Securities
Act liability insurance, if the Issuers desire such insurance, (vii) fees
and expenses of all other Persons retained by any of the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and
expenses of officers and employees of the Company performing legal or
accounting duties), (ix) the expense of any annual audit, (x) the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable, (xi) any required fees and expenses
incurred in connection with any filing required to be made with FINRA and
(xii) the expenses relating to printing, word processing and distributing
all Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.  Notwithstanding the foregoing or anything to
the contrary, each Holder shall pay all reasonable underwriting discounts and
commissions of any underwriters with respect to any Registrable Notes sold by
or on behalf of it.


 


18






 










 


Section 7.        Indemnification


 


(a)           The Issuers, jointly and severally, agree to indemnify and
hold harmless each Holder of Registrable Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, each Person,
if any, who controls any such Person within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of each Holder and each such Participating
Broker-Dealer and the agents, partners, members, employees, officers, managers
and directors of any such controlling Person (each, a “Participant”)
from and against any and all losses, liabilities, claims, damages and expenses
whatsoever (including, but not limited to, reasonable attorneys’ fees and any
and all reasonable expenses whatsoever actually incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all reasonable amounts paid in settlement of any
claim or litigation) (collectively, “Losses”) to which they or any of
them may become subject under the Securities Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto), Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), any free-writing prospectus or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, provided that
the foregoing indemnity shall not be available to any Participant insofar as
such Losses are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to such Participant furnished to the Company in writing by or on
behalf of such Participant expressly for use therein.  This indemnity agreement will be in addition
to any liability that the Issuers may otherwise have, including, but not
limited to, liability under this Agreement.


 


(b)           Each Participant agrees, severally and not jointly, to
indemnify and hold harmless each Issuer, each Person, if any, who controls any
Issuer within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Exchange Act, and each of their respective agents, partners, members, employees,
officers and members of the board of directors from and against any Losses to
which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto), Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), any free-writing
prospectus or any preliminary prospectus, or caused by, arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the case
of the Prospectus, in the light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
any such Loss arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with information relating to such Participant furnished in writing to
the Company by or on behalf of such Participant expressly for use therein.


 


(c)           Promptly after receipt by an indemnified party under
subsection 7(a) or 7(b) above of notice of the commencement of any
action, suit or proceeding (collectively, an “action”), 


 


19

















 


such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in writing
of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has
been prejudiced in any material respect by such failure).  In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the
commencement of such action, the indemnifying party will be entitled to participate
in such action, and to the extent it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense of such action with counsel reasonably
satisfactory to such indemnified party. 
Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such action, but the
reasonable fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless (i) the employment of such counsel
shall have been authorized in writing by the indemnifying parties in connection
with the defense of such action, (ii) the indemnifying parties shall not
have employed counsel to take charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) the
named parties to such action (including any impleaded parties) include such indemnified
party and the indemnifying party or parties (or such indemnifying parties have
assumed the defense of such action), and such indemnified party or parties
shall have reasonably concluded, after consultation with counsel, that there
may be defenses available to it or them that are different from or additional
to those available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties.  In no event shall the
indemnifying party be liable for the reasonable fees and expenses of more than
one counsel (together with appropriate local counsel) at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general
allegations or circumstances.  Any such
separate firm for the Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all
such Participants and shall be reasonably acceptable to the Company and any
such separate firm for the Issuers, their affiliates, officers, directors, representatives,
employees and agents and such control Person of such Issuers shall be
designated in writing by such Issuers and shall be reasonably acceptable to the
Holders.  An indemnifying party shall not
be liable for any settlement of any claim or action effected without its
written consent, which consent may not be unreasonably withheld.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement (x) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (y) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.


 


(d)           In order to provide for contribution in circumstances in
which the indemnification provided for in this Section 7 is for any reason held
to be unavailable from the indemnifying party for any Losses referred to
therein, or is insufficient to hold harmless a party indemnified under this Section 7
for any Losses referred to therein, each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one 


 


20

















 


hand, and each indemnified party, on the
other hand, from the sale of the Notes to the Initial Purchasers or the resale
of the Registrable Notes by such Holder, as applicable, or (ii) if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of each indemnified party, on the one hand, and
each indemnifying party, on the other hand, in connection with the statements
or omissions that resulted in such Losses, as well as any other relevant
equitable considerations.  The relative
benefits received by the Issuers, on the one hand, and each Participant, on the
other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the sale of the Notes to the Initial Purchasers (net of discounts
and commissions but before deducting expenses) received by the Issuers are to (y) the
total net profit received by such Participant in connection with the sale of
the Registrable Notes.  The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuers or such Participant and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission.


 


(e)           The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. 
Notwithstanding the provisions of this Section 7, (i) in no
case shall any Participant be required to contribute any amount in excess of
the amount by which the net profit received by such Participant in connection
with the sale of the Registrable Notes exceeds the amount of any damages that such
Participant has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from
whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be
sought from any obligation it or they may have under this Section 7 or otherwise,
except to the extent that it has been prejudiced in any material respect by
such failure; provided, however, that no additional notice shall
be required with respect to any action for which notice has been given under
this Section 7 for purposes of indemnification.  Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any
action or claim settled without its written consent, provided, however,
that such written consent was not unreasonably withheld.


 


Section 8.        Rule 144A


 


The Issuers covenant that they will file the reports
required, if any, to be filed by them under the Securities Act and the Exchange
Act and the rules and regulations adopted by the Commission thereunder in
a timely manner in accordance with the requirements of the Securities Act and
the Exchange Act and, if at any time the Issuers are not required to file such
reports, they will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A.  The Issuers
further covenant that for so long as any Registrable Notes remain outstanding
they will take such further action as any Holder of Registrable 


 


21

















 


Notes may reasonably request
from time to time to enable such Holder to sell Registrable Notes without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144A, as such Rule may be amended from time
to time, or (b) any similar rule or regulation hereafter adopted by the
Commission.


 


Section 9.        Underwritten
Registrations


 


If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be selected by the Holders of a majority in aggregate principal amount of
such Registrable Notes included in such offering and shall be reasonably
acceptable to the Company.


 


No Holder of Registrable Notes may participate in
any underwritten registration hereunder if such Holder does not (a) agree
to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) complete and execute all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


Section 10.      Miscellaneous


 


(a)           No Inconsistent Agreements.  The Issuers have not, as of the date hereof,
entered and shall not, after the date of this Agreement, enter into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not conflict with and are
not inconsistent with, in any material respect, the rights granted to the
holders of any of the Issuers’ other issued and outstanding securities under
any such agreements.  The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.


 


(b)           Adjustments Affecting Registrable Notes.  The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Notes as a class
that would adversely affect the ability of the Holders of Registrable Notes to
include such Registrable Notes in a registration undertaken pursuant to this
Agreement.


 


(c)           Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (I) the Company (on behalf of all Issuers)
and (II)(A) the Holders of not less than a majority in aggregate principal
amount of the then outstanding Registrable Notes and (B) in circumstances
that would adversely affect the Participating Broker-Dealers, the Participating
Broker-Dealers holding not less than a majority in aggregate principal amount
of the Exchange Notes held by all Participating Broker-Dealers; provided,
however, that Section 7 and this Section 10(c) may not be
amended, modified or supplemented except pursuant to a written agreement duly
signed and delivered by the Issuers and each Holder and each Participating
Broker-Dealer (including any Person who was a Holder or Participating
Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be,
disposed of pursuant to any Registration 


 


22

















 


Statement) affected by any
such amendment, modification, waiver or supplement.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Registrable Notes may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement.


 


(d)           Notices.  All
notices and other communications (including, without limitation, any notices or
other communications to the Trustee) provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, next-day air
courier or telecopier:


 


(i)      if to a Holder of the
Registrable Notes or any Participating Broker-Dealer, at the most current
address of such Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar under the Indenture.


 


(ii)     if to any Issuer, to it


 


c/o Gibson Energy Holdings ULC

1700, 440 - 2nd Avenue S.W.

Calgary, AB, Canada



Fax:  (403) 206-4001

Attention:  Chief Financial Officer


 


with a copy to:



Latham & Watkins LLP

555 Eleventh Street NW

Washington, DC 20004



Fax:  (202) 637-2201

Attention:  Patrick H. Shannon, Esq.


 


(iii)    if to the Initial Purchasers, at the address as follows:


 


UBS Securities LLC

677 Washington Blvd. 

Stamford, Connecticut  06901



Fax number:  (203) 719-1075

Attention:  High Yield Syndicate
Department


 


All such notices and communications shall be deemed
to have been duly given:  when delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged by the
recipient’s telecopier machine, if telecopied;


 


23

















 


and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all notices, demands or other
communications pursuant to Section 4(b) shall be concurrently
delivered by the Person giving the same to the Trustee at the address and in
the manner specified in such Indenture.


 


(e)           Guarantors. 
So long as any Registrable Notes remain outstanding, the Issuers shall
cause each Person that becomes a guarantor of the Notes under the Indenture to
execute and deliver a counterpart to this Agreement which subjects such Person
to the provisions of this Agreement as a Guarantor.  Each of the Guarantors agrees to join the
Issuers in all of their undertakings hereunder to effect the Exchange Offer for
the Exchange Notes and the filing of any Shelf Registration required hereunder.


 


(f)            Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds Registrable
Notes.


 


(g)           Counterparts. 
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(h)           Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


 


(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


(j)            Interest Act. 
For purposes of the Interest Act (Canada),
whenever any interest or fee payable by the Borrower under this Agreement is
calculated using a rate based on a year of 360 days, such rate used pursuant to
such calculation, when expressed as an annual rate, is equivalent to (x) the
applicable rate based on a year of 360 days, (y) multiplied by the actual
number of days in the calendar year in which the period for which such interest
or fee is payable (or compounded) ends, and (z) divided by 360.  The principle of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement with
respect to the Borrower, and the rates of interest stipulated in this Agreement
payable by the Borrower are intended to be nominal rates and not effective
rates or yields.


 


(k)           Severability. 
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their best efforts 


 


24

















 


to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(l)            Securities Held by the Issuers or Their Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or any of their affiliates (as such term
is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(m)          Third-Party Beneficiaries.  Holders and beneficial owners of Registrable
Notes and Participating Broker-Dealers are intended third-party beneficiaries
of this Agreement, and this Agreement may be enforced by such Persons.  No other Person is intended to be, or shall
be construed as, a third-party beneficiary of this Agreement.


 


(n)           Entire
Agreement.  This Agreement, together
with  the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein and any and all prior oral or written
agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuers on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and
replaced hereby.


 


25

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  GIBSON
  ENERGY ULC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:

  	
  A.
  Stewart Hanlon

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEP
  MIDSTREAM FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBSON
  ENERGY HOLDING ULC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:

  	
  A.
  Stewart Hanlon

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 

















 


	
   

  	
  MOOSE JAW REFINERY PARTNERSHIP by its managing partner, Gibson Energy
  ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOOSE JAW REFINERY ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST PROPANE PARTNERSHIP by its managing partner, Gibson Energy
  ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST PROPANE ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name: Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MP ENERGY PARTNERSHIP by its managing partner, Gibson Energy
  ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MP ENERGY ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  



 


2

















 


	
   

  	
  GIBSON ENERGY PARTNERSHIP by its managing partner, Gibson Energy
  ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEP ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK PETROLEUM SERVICES LTD.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHIEF HAULING CONTRACTORS ULC

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON GCC INC.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK PETROLEUM, INC.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  



 


3

















 


	
   

  	
  GIBSON ENERGY (U.S.) INC.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL GP INC.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL LIMITED PARTNERSHIP

  
	
   

  	
  by
  its general partner, Battle River Terminal GP Inc.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRIDGE
  CREEK TRUCKING LTD.

  
	
   

  	
  By:

  	
  /s/ A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  Chairman of the Board of Directors

  



 

















 


	
   

  	
   

  	
  UBS
  SECURITIES LLC

  MORGAN STANLEY & CO. INCORPORATED

  RBC CAPITAL MARKETS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  UBS
  SECURITIES LLC, as Representative of the Initial Purchasers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Francisco Pinto-Leite

  
	
   

  	
   

  	
   

  	
  Name:  Francisco Pinto-Leite

  
	
   

  	
   

  	
   

  	
  Title:  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michele R. Cousins

  
	
   

  	
   

  	
   

  	
  Name:  Michele R. Cousins

  
	
   

  	
   

  	
   

  	
  Title:  Director, Leverage Capital Markets

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MORGAN
  STANLEY & CO. INCORPORATED, as Representative of the Initial Purchasers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  William Graham 

  
	
   

  	
   

  	
   

  	
  Name:  William Graham

  
	
   

  	
   

  	
   

  	
  Title: 
  Authorized Signatory