Exhibit 4.34


 


THIRD SUPPLEMENTAL INDENTURE


 


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”).


 


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 Third 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, or this Third 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 THIRD 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 Third 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 Third
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 Third 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

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON ENERGY HOLDING ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY TRUST COMPANY OF CANADA,

  
	
   

  	
  as
  Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Farhan Mir

  
	
   

  	
   

  	
  Name:
  Farhan Mir

  
	
   

  	
   

  	
  Title:  Authorized Signatory