GIBSON ENERGY ULC, GEP MIDSTREAM FINANCE CORP. AND EACH OF THE PARTIES THAT BECOME GUARANTORS HERETO 10.00% SENIOR NOTES DUE 2018Indenture • February 12th, 2010 • Johnstone Tank Trucking Ltd. • New York
INDENTURE dated as of January 19, 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 and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
FIRST LIEN SENIOR SECURED NOTES REGISTRATION RIGHTS AGREEMENT Dated as of May 27, 2009 By and Among GIBSON ENERGY ULC, GEP MIDSTREAM FINANCE CORP., the GUARANTORS named herein and UBS SECURITIES LLC, RBS SECURITIES INC., And RBC CAPITAL MARKETS...Registration Rights Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 27, 2009, 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 (the “Representative”), RBS SECURITIES INC. (“RBS”) and RBC CAPITAL MARKETS CORPORATION (“RBC” and together with RBS and the Representative, the “Initial Purchasers”), on the other hand.
GIBSON ENERGY ULC, GEP MIDSTREAM FINANCE CORP. AND EACH OF THE PARTIES THAT BECOME GUARANTORS HERETO 11.75% FIRST LIEN SENIOR SECURED NOTES DUE 2014Indenture • February 12th, 2010 • Johnstone Tank Trucking Ltd. • New York
INDENTURE dated as of May 27, 2009 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, 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”).
AMENDED AND RESTATED PARTNERSHIP AGREEMENT MOOSE JAW REFINERY PARTNERSHIP OCTOBER 1, 2008Partnership Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
GIBSON ENERGY LTD., a body corporate amalgamated pursuant to the laws of the Province of Alberta (hereinafter referred to as “Gibson”)
SECURITY AGREEMENT — ISSUERS AND PARENTSecurity Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
Security agreement dated as of May 27, 2009 made by Gibson Energy ULC, GEP Midstream Finance Corp. and Gibson Energy Holding ULC, as obligors, to and in favour of BNY Trust Company of Canada, as Collateral Agent for the benefit of the Secured Creditors.
CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd.
MOOSE JAW REFINERY PARTNERSHIP, an Alberta general partnership as represented by its managing partner Gibson Energy Ltd., and having an office in the City of Calgary, in the Province of Alberta (hereinafter called “the Partnership” or “Partnership”)
GIBSON ENERGY ULC AND GEP MIDSTREAM FINANCE CORP. as GuarantorsJohnstone Tank Trucking Ltd. • February 12th, 2010 • Alberta
Guarantee dated as of May 27, 2009 made by Gibson Energy ULC and GEP Midstream Finance Corp. to and in favour of The Bank of New York Mellon, as Trustee, BNY Trust Company of Canada, as Collateral Agent and the other Secured Creditors.
GUARANTEE — PARENTJohnstone Tank Trucking Ltd. • February 12th, 2010 • Alberta
Guarantee dated as of January 19, 2010 made by Gibson Energy Holding ULC, to and in favour of The Bank of New York Mellon, as Trustee, and the other Creditors.
GUARANTEE – ISSUERSJohnstone Tank Trucking Ltd. • February 12th, 2010 • Alberta
Guarantee dated as of January 19, 2010 made by Gibson Energy ULC and GEP Midstream Finance Corp. to and in favour of The Bank of New York Mellon, as Trustee, and the other Creditors.
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...Johnstone Tank Trucking Ltd. • February 12th, 2010 • Alberta
Guarantee dated as of May 27, 2009 made by Moose Jaw Refinery Partnership, Moose Jaw Refinery ULC, CanWest Propane Partnership, CanWest Propane ULC, MP Energy Partnership, MP Energy ULC, Gibson Energy Partnership, GEP ULC, Link Petroleum Services Ltd., Chief Hauling Contractors ULC, Gibson GCC Inc., Battle River Terminal GP Inc., Battle River Terminal LP and Bridge Creek Trucking Ltd., to and in favour of The Bank of New York Mellon, as Trustee, BNY Trust Company of Canada, as Collateral Agent and the other Secured Creditors.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
THIS INTERCREDITOR AGREEMENT, dated as of the 12th day of December, 2008 (this “Agreement”), by and among Royal Bank of Canada, in its capacity as First Lien Bridge Agent (as defined below) for and on behalf of itself and the First Lien Bridge Secured Parties (as defined below) and as depositary for Business Interruption Proceeds (as such term is defined below) as provided in Section 3.11 hereof; Royal Bank of Canada, in its capacity as Second Lien Bridge Agent (as defined below) for and on behalf of the Second Lien Bridge Secured Parties (as defined below); Royal Bank of Canada in its capacity as collateral agent (together with its successors in such capacity, the “Loan Agent”) for itself and the “Loan Lenders” from time to time party to the “Loan Agreement” (as those terms are defined below) and Gibson Acquisition ULC (f.k.a. 1413281 Alberta ULC) and its permitted successors and assigns, including “Gibson Energy ULC” following certain acquisitions and amalgamations (hereinafter refer
DEMAND DEBENTURE — CO-ISSUER, PARENT AND SUBSIDIARY GUARANTORSDemand Debenture • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
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, and Bridge Creek Trucking Ltd., as obligors, to and in favour of BNY Trust Company of Canada, as Collateral Agent for the benefit of the Secured Creditors.
SECURITY AGREEMENTSecurity Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among, the Grantor, as Borrower, the Guarantors (as such term is defined in the Credit Agreement), the Lenders (as such term is defined in the Credit Agreement), the Agent, Royal Bank of Canada, as Syndication Agent, UBS Loan Finance LLC as Documentation Agent, UBS Securities LLC as Co-Lead Arranger, and RBC Capital Markets as Co-Lead Arranger, the Lenders have agreed to make Revolving Loans and issue or cause the issuance of Letters of Credit on behalf of the Borrowers;
GIBSON ENERGY ULC, GEP MIDSTREAM FINANCE CORP. and THE BANK OF NEW YORK MELLON as TrusteeIndenture • February 12th, 2010 • Johnstone Tank Trucking Ltd. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 11, 2010 (the “First Supplemental Indenture”), 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”).
DEMAND DEBENTURE JOINDER AGREEMENTJoinder Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Demand Debenture and is delivered by the undersigned, Aarcam Propane & Construction Heat Ltd. (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,
GUARANTEE — SUBSIDIARY GUARANTORSJohnstone Tank Trucking Ltd. • February 12th, 2010 • Alberta
Guarantee dated as of January 19, 2010 made by Moose Jaw Refinery Partnership, Moose Jaw Refinery ULC, CanWest Propane Partnership, CanWest Propane ULC, MP Energy Partnership, MP Energy ULC, Gibson Energy Partnership, GEP ULC, Link Petroleum Services Ltd., Chief Hauling Contractors ULC, Gibson GCC Inc., Battle River Terminal GP Inc., Battle River Terminal LP and Bridge Creek Trucking Ltd., to and in favour of The Bank of New York Mellon, as Trustee, and the other Creditors.
DEMAND DEBENTURE JOINDER AGREEMENTJoinder Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Demand Debenture and is delivered by the undersigned, Johnstone Tank Trucking Ltd. (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 assu
SECURITY AGREEMENT JOINDER AGREEMENTSecurity Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Aarcam Propane & Construction Heat Ltd. (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
SUBSIDIARY GUARANTEE JOINDER AGREEMENTJoinder Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Guarantee and is delivered by the undersigned, Aarcam Propane & Construction Heat Ltd. (the “New Guarantor”), pursuant to Section 4.2 of the Guarantee. The New Guarantor hereby agrees to be bound as a Guarantor party to the Guarantee by all of the terms, covenants and conditions set forth in the Guarantee to the same extent that it would have been bound if it had been a signatory Guarantor to the Guarantee on the date of the Guarantee. Without limiting the generality of the foregoing, the New Guarantor guarantees to each of the Secured Creditors the due and punctual payment, and the due performance, whether at stated maturity, by acceleration or otherwise, of the Note Obligations. The New Guarantor also expressly assumes all obligations and liabilities of a Guarantor thereunder. The New
APPENDIX A TO STOCK OPTION AGREEMENTStock Option Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd.
SUBSIDIARY GUARANTEE JOINDER AGREEMENTJoinder Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Guarantee and is delivered by the undersigned, Aarcam Propane & Construction Heat Ltd. (the “New Guarantor”), pursuant to Section 4.2 of the Guarantee. The New Guarantor hereby agrees to be bound as a Guarantor party to the Guarantee by all of the terms, covenants and conditions set forth in the Guarantee to the same extent that it would have been bound if it had been a signatory Guarantor to the Guarantee on the date of the Guarantee. Without limiting the generality of the foregoing, the New Guarantor guarantees to each of the 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.
SECURITY AGREEMENTSecurity Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among, Gibson Acquisition ULC, as Borrower, the Guarantors, the Lenders (as such term is defined in the Credit Agreement), the Agent, Royal Bank of Canada, as Syndication Agent, UBS Loan Finance LLC as Documentation Agent, UBS Securities LLC as Co-Lead Arranger, and RBC Capital Markets as Co-Lead Arranger, the Lenders have agreed to make Revolving Loans and issue or cause the issuance of Letters of Credit on behalf of the Borrower;
BATTLE RIVER TERMINAL LPLimited Partnership Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
BATTLE RIVER TERMINAL GP INC., a corporation incorporated under the laws of the Province of Alberta and having its principal place of business in Calgary, Alberta (hereinafter referred to as “Battle River GP”)
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
WHEREAS the Borrower, the Guarantors, the Agent, the Lenders, Royal Bank of Canada, as collateral agent, Royal Bank of Canada, as syndication agent, UBS Securities LLC, as documentation agent, and RBC Capital Markets and UBS Securities LLC, as lead arrangers, are party to a credit agreement dated as of December 12, 2008, as amended by the First Amendment to Credit Agreement dated as of May 26, 2009 and by the Second Amendment to Credit Agreement dated as of October 2, 2009, as the same may be amended, restated, supplemented, revised or replaced from time to time (the “Credit Agreement”);
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
THIS INTERCREDITOR AGREEMENT, dated as of the 27th day of May, 2009 (this “Agreement”), by and among BNY Trust Company of Canada, in its capacity as Note Agent (as defined below) on behalf the Note Secured Parties (as defined below) and as depositary for Business Interruption Proceeds (as such term is defined below) as provided in Section 3.11 hereof; Royal Bank of Canada in its capacity as collateral agent (together with its successors in such capacity, the “Loan Agent”) for itself and the “Loan Lenders” from time to time party to the “Loan Agreement” (as those terms are defined below) and Gibson Energy ULC (including its permitted successors and assigns, the “Borrower”):
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
WHEREAS the Borrower, the Guarantors, the Agent, the Lenders, Royal Bank of Canada, as collateral agent, Royal Bank of Canada, as syndication agent, UBS Securities LLC, as documentation agent, and RBC Capital Markets and UBS Securities LLC, as lead arrangers, are party to a credit agreement dated as of December 12, 2008, as amended by the First Amendment to Credit Agreement dated as of May 26, 2009, as the same may be amended, restated, supplemented, revised or replaced from time to time (the “Credit Agreement”);
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
HUNTING plc, a company registered in England with number 974568, whose registered office is at 3 Cockspur Street, London, England SW1Y 5BQ (hereinafter referred to as “Hunting”)
SUBSIDIARY GUARANTEE JOINDER AGREEMENTJoinder Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Guarantee and is delivered by the undersigned, Johnstone Tank Trucking Ltd. (the “New Guarantor”), pursuant to Section 4.2 of the Guarantee. The New Guarantor hereby agrees to be bound as a Guarantor party to the Guarantee by all of the terms, covenants and conditions set forth in the Guarantee to the same extent that it would have been bound if it had been a signatory Guarantor to the Guarantee on the date of the Guarantee. Without limiting the generality of the foregoing, the New Guarantor guarantees to each of the 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.
CREDIT AGREEMENT Dated as of December 12, 2008 Among GIBSON ACQUISITION ULC as Borrower, and GIBSON ENERGY HOLDINGS INC., MOOSE JAW REFINERY ULC, CANWEST PROPANE ULC, MP ENERGY ULC, GEP ULC, GIBSON ENERGY LTD., 1370307 ALBERTA LTD., GIBSON GCC INC.,...Credit Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Credit Agreement, dated as of December 12, 2008 (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 Acquisition ULC, an unlimited liability company incorporated under the laws of the Province of Alberta, as the borrower (the “Borrower”), and the Subsidiaries of
SECURITY AGREEMENT JOINDER AGREEMENTSecurity Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Johnstone Tank Trucking Ltd. (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
SUBSIDIARY GUARANTEE JOINDER AGREEMENTJoinder Agreement • February 12th, 2010 • Johnstone Tank Trucking Ltd. • Alberta
This Joinder Agreement supplements the Guarantee and is delivered by the undersigned, Johnstone Tank Trucking Ltd. (the “New Guarantor”), pursuant to Section 4.2 of the Guarantee. The New Guarantor hereby agrees to be bound as a Guarantor party to the Guarantee by all of the terms, covenants and conditions set forth in the Guarantee to the same extent that it would have been bound if it had been a signatory Guarantor to the Guarantee on the date of the Guarantee. Without limiting the generality of the foregoing, the New Guarantor guarantees to each of the Secured Creditors the due and punctual payment, and the due performance, whether at stated maturity, by acceleration or otherwise, of the Note Obligations. The New Guarantor also expressly assumes all obligations and liabilities of a Guarantor thereunder. The New
