Exhibit 4.35


 


SECURITY AGREEMENT


 


JOINDER AGREEMENT


 


Gibson (U.S.) Acquisitionco
Corp.

1700, 440 — 2nd Avenue S.W.

Calgary, AB  T2P
5E9


 


April 26, 2010


 


BNY Trust Company of Canada

Suite 1101, 4 King Street West

Toronto, ON  M5H
1B6


 


Ladies and Gentlemen:


 


Reference is made to the Security Agreement-Subsidiary
Guarantors (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement), dated as of May 27,
2009 made by Moose Jaw Refinery Partnership, Moose Jaw Refinery ULC, CanWest Propane Partnership, CanWest Propane ULC, MP Energy Partnership, MP Energy ULC,
Gibson Energy Partnership, GEP  ULC,
Link Petroleum Services Ltd., Chief Hauling Contractors ULC,
Gibson GCC Inc., Link Petroleum, Inc., Gibson Energy
(U.S.) Inc., Battle River Terminal GP Inc., Battle River Terminal LP, Bridge
Creek Trucking Ltd., Johnstone Tank Trucking Ltd. and
Aarcam Propane & Construction Heat Ltd. (each
an “Obligor” and together the “Obligors”) in favour of BNY Trust Company of Canada, as collateral agent (in such capacity
and together with any successors and permitted assigns in such capacity, the “Collateral Agent”).


 


This Joinder Agreement
supplements the Security Agreement and is delivered by the undersigned, Gibson
(U.S.) Acquisitionco Corp. (the “New Obligor”),
pursuant to Section 5.11 of the Security Agreement.  The New Obligor hereby agrees to be bound as
an Obligor party to the Security Agreement by all of the terms, covenants and
conditions set forth in the Security Agreement to the same extent that it would
have been bound if it had been a signatory Obligor to the Security Agreement on
the date of the Security Agreement. Without limiting the generality of the
foregoing, the New Obligor grants to the Collateral Agent, for the benefit of
the Secured Creditors, a security interest in, and assigns, mortgages, charges,
hypothecates and pledges to the Collateral Agent, for the benefit of the
Secured Creditors, substantially all of the property of such New Obligor of the
type and description set forth in Section 2.1 of the Security Agreement
whether now owned or hereafter acquired. The New Obligor also expressly assumes
all obligations and liabilities of an Obligor thereunder.
The New Obligor hereby makes each of the representations and warranties and
agrees to each of the covenants applicable to the Obligors contained in the
Security Agreement.


 


Annexed hereto are supplements to each of the
schedules to the Perfection Certificate, as applicable, with respect to the New
Obligor. Such supplements shall be deemed to be part of the Security Agreement.


 

















 


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


 


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


 


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


 


	
   

  	
  GIBSON (U.S.) ACQUISITIONCO
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Name: Richard G. Taylor

  
	
   

  	
   

  	
  Title: Secretary and Treasurer 

  



 


 


Accepted and Agreed:


 


	
  BNY TRUST COMPANY OF CANADA, 

  AS COLLATERAL AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Farhan Mir

  	
   

  	
   

  
	
   

  	
  Name: Farhan Mir

  	
   

  	
   

  
	
   

  	
  Title: Authorized Signatory