**Exhibit 2.34**

 

**FIFTH SUPPLEMENTAL INDENTURE**

 

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*”).

 

W I T N E S S E T H

 

WHEREAS, the Company, Finance Corp. and the Guarantors have heretofore executed and delivered to the Trustee and the Collateral Agent an indenture (the “*Indenture*”), dated as of May 27, 2009, providing for the issuance of 11.75% First Lien Senior Secured Notes due 2014 (the “*Notes*”), as supplemented;

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee and the Collateral Agent a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein (the “*Guarantee*”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Collateral Agent are authorized to execute and deliver this Fifth Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company, Finance Corp., the Guarantors, the Collateral Agent and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.             AGREEMENT OF U.S. SUBSIDIARIES TO GUARANTEE.  The Guaranteeing Subsidiary, if it is a U.S. Subsidiary, hereby agrees to and does hereby provide an unconditional guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.             NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, Finance Corp., the Guarantors or any Guaranteeing Subsidiary under the Notes, the Guarantee, the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or this Fifth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases

 

----

 

all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws.

 

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS FIFTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

5.             COUNTERPARTS.  The parties may sign any number of copies of this Fifth Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

 

7.             THE TRUSTEE AND THE COLLATERAL AGENT.  Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Company, Finance Corp. and the Guarantors.

 

----

 

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

Dated:  September 20, 2010

 
|   |   | BATTLE   RIVER TERMINAL ULC   |
|--------|--------|-------------------------------|
|   |   |                          |   |
|   |   |                          |   |
|   |   | By:                           | /s/   Richard G. Taylor |
|   |   |                          | Name: | Richard   G. Taylor |
|   |   |                          | Title: | Executive   Vice President, Finance and   Chief Financial Officer |
|   |   |                          |   |
|   |   |                          |   |
|   |   | GIBSON   ENERGY ULC           |
|   |   |                          |
|   |   |                          |   |
|   |   | By:                           | /s/   Richard G. Taylor |
|   |   |                          | Name: | Richard   G. Taylor |
|   |   |                          | Title: | Executive   Vice President, Finance and   Chief Financial Officer |
|   |   |                          |   |
|   |   | GEP   MIDSTREAM FINANCE CORP. |
|   |   |                          |   |
|   |   |                          |   |
|   |   | By:                           | /s/   Richard G. Taylor |
|   |   |                          | Name: | Richard   G. Taylor |
|   |   |                          | Title: | Executive   Vice President, Finance and   Chief Financial Officer |
|   |   |                          |   |
|   |   | GUARANTORS:                   |
|   |   |                          |   |
|   |   | GIBSON   ENERGY (U.S.) INC.   |
|   |   |                          |   |
|   |   |                          |   |
|   |   | By:                           | /s/   Richard G. Taylor |
|   |   |                          | Authorized   Signing Officer |
|   |   |                          |   |
|   |   |                          |   |
|   |   | LINK   PETROLEUM, INC.   |
|   |   |                          |   |
|   |   |                          |   |
|   |   | By:                           | /s/   Richard G. Taylor |
|   |   |                          | Authorized   Signing Officer |
|   |   |                          |   |
|   |   |                          |   |
|   |   | GIBSON   ENERGY HOLDING ULC   |

 

[Fifth Supplemental Indenture Signature Page]

 

----

 
|       |       | By:                              | /s/   Richard G. Taylor      |
|------------|------------|----------------------------------|------------------------------|
|       |       |                             | Authorized   Signing Officer |
|       |       |                             |                         |
| ** ** | ** ** | MOOSE   JAW REFINERY PARTNERSHIP |
|       |       | by   its managing partner,       |
|       |       | Gibson   Energy ULC              |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | By:                              | /s/   Richard G. Taylor      |
|       |       |                             | Authorized   Signing Officer |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | MOOSE   JAW REFINERY ULC         |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | By:                              | /s/   Richard G. Taylor      |
|       |       |                             | Authorized   Signing Officer |
|       |       |                             |                         |
|       |       |                             |                         |
| ** ** | ** ** | CANWEST   PROPANE PARTNERSHIP    |
|       |       | by   its managing partner,       |
|       |       | Gibson   Energy ULC              |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | By:                              | /s/   Richard G. Taylor      |
|       |       |                             | Authorized   Signing Officer |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | CANWEST   PROPANE ULC            |
|       |       |                             |
|       |       |                             |                         |
|       |       | By:                              | /s/   Richard G. Taylor      |
|       |       |                             | Authorized   Signing Officer |
|       |       |                             |                         |
|       |       |                             |                         |
| ** ** | ** ** | MP   ENERGY PARTNERSHIP          |
|       |       | by   its managing partner,       |
|       |       | Gibson   Energy ULC              |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | By:                              | /s/   Richard G. Taylor      |
|       |       |                             | Authorized   Signing Officer |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | MP   ENERGY ULC                  |
|       |       |                             |                         |
|       |       |                             |                         |
|       |       | By:                              | /s/   Richard G. Taylor      |
|       |       |                             | Authorized   Signing Officer |

 

[Fifth Supplemental Indenture Signature Page]

 

----

 
| ** ** | ** ** | GIBSON   ENERGY PARTNERSHIP     |
|------------|------------|---------------------------------|
|       |       | by   its managing partner,      |
|       |       | Gibson   Energy ULC             |
|       |       |                            |   |
|       |       |                            |   |
|       |       | By:                             | /s/   Richard G. Taylor |
|       |       |                            | Authorized   Signing Officer |
|       |       |                            |   |
|       |       |                            |   |
|       |       | GEP   ULC                       |
|       |       |                            |   |
|       |       |                            |   |
|       |       | By:                             | /s/   Richard G. Taylor |
|       |       |                            | Authorized   Signing Officer |
|       |       |                            |   |
|       |       |                            |   |
|       |       | LINK   PETROLEUM SERVICES LTD.  |
|       |       |                            |   |
|       |       |                            |   |
|       |       | By:                             | /s/   Richard G. Taylor |
|       |       |                            | Authorized   Signing Officer |
|       |       |                            |   |
|       |       |                            |   |
|       |       | CHIEF   HAULING CONTRACTORS ULC |
|       |       |                            |   |
|       |       |                            |   |
|       |       | By:                             | /s/   Richard G. Taylor |
|       |       |                            | Authorized   Signing Officer |
|       |       |                            |   |
|       |       |                            |   |
|       |       | GIBSON   GCC INC.               |
|       |       |                            |   |
|       |       |                            |   |
|       |       | By:                             | /s/   Richard G. Taylor |
|       |       |                            | Authorized   Signing Officer |
|       |       |                            |   |
|       |       |                            |   |
|       |       | BATTLE   RIVER TERMINAL LP      |
|       |       | by   its general partner,       |
|       |       | Battle   River Terminal GP Inc. |
|       |       |                            |   |
|       |       |                            |   |
|       |       | By:                             | /s/   Richard G. Taylor |
|       |       |                            | Authorized   Signing Officer |

 

[Fifth Supplemental Indenture Signature Page]

 

----

 
|   |   | BATTLE   RIVER TERMINAL GP INC.                      |
|--------|--------|------------------------------------------------------|
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |
|   |   |                                                 | Authorized   Signing Officer |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | BRIDGE   CREEK TRUCKING LTD.                         |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |
|   |   |                                                 | Authorized   Signing Officer |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | JOHNSTONE   TANK TRUCKING LTD.                       |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |
|   |   |                                                 | Authorized   Signing Officer |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | AARCAM   PROPANE & CONSTRUCTION   HEAT LTD. |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |
|   |   |                                                 | Authorized   Signing Officer |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | GIBSON   (U.S.) ACQUISITIONCO CORP.                  |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |
|   |   |                                                 | Authorized   Signing Officer |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | GIBSON   (U.S.) FINCO CORP.                          |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |
|   |   |                                                 | Authorized   Signing Officer |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | GIBSON   (U.S.) HOLDCO CORP.                         |
|   |   |                                                 |   |
|   |   |                                                 |   |
|   |   | By:                                                  | /s/   Richard G. Taylor |

 

[Fifth Supplemental Indenture Signature Page]

 

----

 
|   |   |                            | Authorized   Signing Officer |
|--------|--------|---------------------------------|------------------------------|
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | GIBSON   FINANCE LTD.           |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | By:                             | /s/   Richard G. Taylor      |
|   |   |                            | Authorized   Signing Officer |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | TAYLOR   COMPANIES, LLC         |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | By:                             | /s/   Richard G. Taylor      |
|   |   |                            | Authorized   Signing Officer |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | TPG   TRANSPORT, LLC            |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | By:                             | /s/   Richard G. Taylor      |
|   |   |                            | Authorized   Signing Officer |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | TPG   LEASING, LLC              |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | By:                             | /s/   Richard G. Taylor      |
|   |   |                            | Authorized   Signing Officer |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | TAYLOR   TRANSFER SERVICES, LLC |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | By:                             | /s/   Richard G. Taylor      |
|   |   |                            | Authorized   Signing Officer |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | TAYLOR   GAS LIQUIDS, LLC       |
|   |   |                            |                         |
|   |   |                            |                         |
|   |   | By:                             | /s/   Richard G. Taylor      |
|   |   |                            | Authorized   Signing Officer |

 

[Fifth Supplemental Indenture Signature Page]

 

----

 
|   |   | THE   BANK OF NEW YORK MELLON, |
|--------|--------|--------------------------------|
|   |   | as   Trustee                   |
|   |   |                           |   |
|   |   |                           |   |
|   |   | By:                            | /s/   Lici Zhu |
|   |   |                           | Name:   Lici Zhu |
|   |   |                           | Title:   Senior Associate |
|   |   |                           |   |
|   |   |                           |   |
|   |   | BNY   TRUST COMPANY OF CANADA, |
|   |   | as   Collateral Agent          |
|   |   |                           |   |
|   |   |                           |   |
|   |   | By:                            | /s/   Farhan Mir |
|   |   |                           | Name:   Farhan Mir |
|   |   |                           | Title:   Authorized Signatory |

 

[Fifth Supplemental Indenture Signature Page]

 

----