Exhibit
4.32


 


SECOND SUPPLEMENTAL
INDENTURE


 


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”).


 


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 Subsidiaries shall execute and deliver to the
Trustee and the Collateral Agent a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set
forth therein;


 


WHEREAS, each Guarantor that is organized under the
laws of Canada or any province or territory therein has unconditionally
guaranteed all of the Company’s obligations under the Notes and the Indenture
pursuant to and in accordance with the Guarantee-Subsidiary Guarantors (as
amended, amended and restated, supplemented or otherwise modified from time to
time), 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. (the “Guarantee”) in favor of the Trustee and the other Secured
Creditors (as defined in 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 Second 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 Subsidiaries, 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
SUBSIDIARIES TO GUARANTEE.  The
Guaranteeing Subsidiaries hereby agree to and do hereby provide an
unconditional guarantee in accordance with and 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 Subsidiaries, as
such, shall have any liability for any obligations of the Company, Finance
Corp., the Guarantors or any Guaranteeing Subsidiaries under the Notes, the
Guarantee, the Indenture or this Second 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 SECOND 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 Second 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 Second Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiaries, the Company, Finance
Corp. and the Guarantors.


 

















 


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


 


	
  Dated:  February 12, 2010

  	
   

  
	
   

  	
  JOHNSTONE
  TANK TRUCKING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance &

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AARCAM
  PROPANE & CONSTRUCTION HEAT LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance &

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GIBSON
  ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance &

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  GEP
  MIDSTREAM FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance &

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  GIBSON
  ENERGY (U.S.) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Finance &

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 

















 


	
   

  	
  LINK
  PETROLEUM, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  Richard
  G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  GIBSON ENERGY HOLDING ULC

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 

















 


	
   

  	
  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