THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 26th, 2010 • Gibson (U.S.) Acquisitionco Corp. • Oil & gas field services, nec • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of April 26, 2010, among Gibson (U.S.) Acquisitionco Corp., a Delaware 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”).
SECURITY AGREEMENT JOINDER AGREEMENTSecurity Agreement • April 26th, 2010 • Gibson (U.S.) Acquisitionco Corp. • Oil & gas field services, nec • Alberta
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
DEMAND DEBENTURE JOINDER AGREEMENTJoinder Agreement • April 26th, 2010 • Gibson (U.S.) Acquisitionco Corp. • Oil & gas field services, nec • Alberta
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
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 26th, 2010 • Gibson (U.S.) Acquisitionco Corp. • Oil & gas field services, nec • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of February 12, 2010, among Johnstone Tank Trucking Ltd., a Saskatchewan corporation (“Johnstone”), and Aarcam Propane & Construction Heat Ltd., an Alberta corporation (“Aarcam,” and, together with Johnstone, the “Guaranteeing Subsidiaries”), each 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”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 26th, 2010 • Gibson (U.S.) Acquisitionco Corp. • Oil & gas field services, nec • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 26, 2010, among Gibson (U.S.) Acquisitionco Corp., a Delaware 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 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”).
