Gibson Energy ULC Sample Contracts

DEMAND DEBENTURE JOINDER AGREEMENT
Demand Debenture Joinder Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Demand Debenture and is delivered by the undersigned, Taylor Transfer Services, LLC (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 ass

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DEMAND DEBENTURE JOINDER AGREEMENT
Demand Debenture Joinder Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Demand Debenture and is delivered by the undersigned, Gibson (U.S.) Holdco 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 assume

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SECURITY AGREEMENT JOINDER AGREEMENT
Security Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Gibson (U.S.) Holdco 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 ex

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SECURITY AGREEMENT JOINDER AGREEMENT
Security Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Taylor Companies, LLC (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 express

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SECURITY AGREEMENT JOINDER AGREEMENT
Security Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, TPG Transport, LLC (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

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SECURITY AGREEMENT JOINDER AGREEMENT
Security Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, TPG Leasing, LLC (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 as

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SIXTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 29th, 2010 • Gibson Energy ULC • Oil & gas field services, nec • New York

Sixth Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of December 23, 2010, among GIBSON ENERGY ULC, an Alberta unlimited liability corporation (the “Company”), GEP MIDSTREAM FINANCE CORP., an Alberta corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the Guarantors party hereto, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”) and BNY TRUST COMPANY OF CANADA, a trust company organized under the laws of Canada, as collateral agent (the “Collateral Agent”).

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SUBSIDIARY GUARANTEE JOINDER AGREEMENT
Subsidiary Guarantee Joinder Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Guarantee and is delivered by the undersigned, Battle River Terminal ULC (the “New Guarantor”), pursuant to Section 4.2 of the Guarantee. The New Guarantor hereby agrees to be bound as a Guarantor party to the Guarantee by all of the terms, covenants and conditions set forth in the Guarantee to the same extent that it would have been bound if it had been a signatory Guarantor to the Guarantee on the date of the Guarantee. Without limiting the generality of the foregoing, the New Guarantor guarantees to each of the Secured Creditors the due and punctual payment, and the due performance, whether at stated maturity, by acceleration or otherwise, of the Note Obligations. The New Guarantor also expressly assumes all obligations and liabilities of a Guarantor thereunder. The New Guarantor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Guarantors contained in the Guarantee.

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SECURITY AGREEMENT JOINDER AGREEMENT
Security Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Gibson (U.S.) Finco 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 exp

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • New York

Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of June 14, 2010, among the entities listed on Schedule 1 hereto (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Gibson Energy ULC, an Alberta unlimited liability corporation (the “Company”), GEP Midstream Finance Corp., an Alberta corporation (the “Finance Corp.”), the Guarantors (as defined in the Indenture referred to herein), BNY Trust Company of Canada, as collateral agent under the Indenture referred to below and the Collateral Documents, and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

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SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • New York

Sixth Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of December 23, 2010, among GIBSON ENERGY ULC, an Alberta unlimited liability corporation (the “Company”), GEP MIDSTREAM FINANCE CORP., an Alberta corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the Guarantors party hereto, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”) and BNY TRUST COMPANY OF CANADA, a trust company organized under the laws of Canada, as collateral agent (the “Collateral Agent”).

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SEVENTH SUPPLEMENTAL INDENTURE
Seventh Supplemental Indenture • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • New York

Seventh Supplemental Indenture (this “Seventh Supplemental Indenture”), dated as of February 11, 2011, among GIBSON ENERGY ULC, an Alberta unlimited liability corporation (the “Company”), GEP MIDSTREAM FINANCE CORP., an Alberta corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the Guarantors party hereto, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”) and BNY TRUST COMPANY OF CANADA, a trust company organized under the laws of Canada, as collateral agent (the “Collateral Agent”).

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FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • New York

Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of September 20, 2010, among Battle River Terminal ULC, an Alberta unlimited liability corporation (the “Guaranteeing Subsidiary”), a subsidiary of Gibson Energy ULC, an Alberta unlimited liability corporation (the “Company”), the Company, GEP Midstream Finance Corp., an Alberta corporation (the “Finance Corp.”), the Guarantors (as defined in the Indenture referred to herein), BNY Trust Company of Canada, as collateral agent under the Indenture referred to below and the Collateral Documents, and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • New York

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 14, 2010, among the entities listed on Schedule 1 hereto (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Gibson Energy ULC, an Alberta unlimited liability corporation (the “Company”), GEP Midstream Finance Corp., an Alberta corporation (the “Finance Corp.”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

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DEMAND DEBENTURE JOINDER AGREEMENT
Demand Debenture Joinder Agreement • April 29th, 2011 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Joinder Agreement supplements the Demand Debenture and is delivered by the undersigned, Taylor Gas Liquids, LLC (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 a

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 17, 2010 Among GIBSON ENERGY ULC as Canadian Borrower, and TPG TRANSPORT, LLC, TPG LEASING, LLC, TAYLOR TRANSFER SERVICES, LLC, TAYLOR GAS LIQUIDS, LLC, TAYLOR COMPANIES, LLC, LINK PETROLEUM...
Credit Agreement • September 23rd, 2010 • Gibson Energy ULC • Oil & gas field services, nec • Alberta

This Amended and Restated Credit Agreement, dated as of September 17, 2010 (this “Agreement”), among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Royal Bank of Canada, as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, together with any successor administrative agent or collateral agent, (the “Agent”)), Royal Bank of Canada, as syndication agent (in such capacity, the “Syndication Agent”), Royal Bank of Canada and UBS Securities LLC as lead arrangers (in such capacities, the “Arrangers”), UBS Securities LLC, as documentation agent (in such capacity, the “Documentation Agent”), Gibson Energy ULC, an unlimited liability company incorporated under the laws of the Province of Alberta, as the Canadian borrower (the “Canadian B

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