Exhibit 4.33


 


FIRST SUPPLEMENTAL INDENTURE


 


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”).


 


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 an indenture
(the “Indenture”), dated as of January 19,
2010, providing for the issuance of 10.00% Senior Notes due 2018 (the “Notes”), as supplemented;


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee 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 is authorized to execute and deliver this First 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 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, any
Guarantee, the Indenture or this First 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 FIRST 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 First 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.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this First 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 First Supplemental Indenture to be duly executed and attested, all as of
the date first above written.


 


Dated:  April 26, 2010


 


	
   

  	
  GIBSON
  (U.S.) ACQUISITIONCO CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:
  Richard G. Taylor

  
	
   

  	
   

  	
  Title:
  Secretary and Treasurer 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK
  PETROLEUM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 

















 


	
   

  	
  MOOSE JAW REFINERY PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOOSE JAW REFINERY ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST PROPANE PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST PROPANE ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MP ENERGY PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MP ENERGY ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 

















 


	
   

  	
  GIBSON ENERGY PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEP  ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK PETROLEUM SERVICES LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHIEF HAULING CONTRACTORS ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON GCC INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL LP

  
	
   

  	
  by
  its general partner,

  
	
   

  	
  Battle
  River Terminal GP Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 

















 


	
   

  	
  BATTLE
  RIVER TERMINAL GP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRIDGE
  CREEK TRUCKING LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHNSTONE TANK TRUCKING LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AARCAM PROPANE & CONSTRUCTION HEAT LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. Murray Carey

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lici Zhu

  
	
   

  	
   

  	
  Name:  Lici Zhu

  
	
   

  	
   

  	
  Title:  Senior Associate