Exhibit 4.36


 


DEMAND DEBENTURE


 


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 Demand Debenture-Co-Issuer,
Parent and Subsidiary Guarantors (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Demand
Debenture”; capitalized terms used not otherwise defined herein
shall have the meanings assigned to such terms in the Demand Debenture), dated
as of May 27, 2009 made by Gibson Energy Holding ULC,
GEP Midstream Finance Corp., Canwest
Propane ULC, Moose Jaw Refinery ULC,
MP Energy ULC, GEP  ULC, Gibson GCC Inc., Moose Jaw
Refinery Partnership, Canwest Propane Partnership,
Gibson Energy Partnership, MP Energy Partnership, Chief Hauling Contractors ULC, Link Petroleum Services Ltd., Link Petroleum, Inc.,
Gibson Energy (U.S.) Inc., Battle River Terminal GP Inc., Battle River Terminal
LP, 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 Demand Debenture and is delivered by the undersigned, Gibson
(U.S.) Acquisitionco Corp. (the “New Obligor”),
pursuant to Section 5.18 of the Demand Debenture.  The New Obligor hereby agrees to be bound as
an Obligor party to the Demand Debenture by all of the terms, covenants and
conditions set forth in the Demand Debenture to the same extent that it would
have been bound if it had been a signatory Obligor to the Demand Debenture on
the date of the Demand Debenture. 
Without limiting the generality of the foregoing, the New Obligor grants
to the Collateral Agent, for the benefit of the Secured Creditors, a security
interest in, and assigns, mortgages, charges, hypothecates and pledges to the
Collateral Agent, for the benefit of the Secured Creditors, substantially all
of the property of such New Obligor of the type and description set forth in Section 3.1
of the Demand Debenture whether now owned or hereafter acquired.  The New Obligor also expressly assumes all
obligations and liabilities of an Obligor thereunder.  The New Obligor hereby makes each of the
representations and warranties and agrees to each of the covenants applicable
to the Obligors contained in the Demand Debenture.


 


This Joinder Agreement and
any amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, 


 

















 


each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute
one and the same agreement.


 


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


 


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


 


	
   

  	
   

  	
  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