Gibson Energy ULC 20-F 2010 FY Annual report (foreign)

Exhibit 2.33

FOURTH SUPPLEMENTAL INDENTURE

Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of June 14, 2010, among the entities listed on Schedule 1 hereto (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Gibson Energy ULC, an Alberta unlimited liability corporation (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 (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 Fourth 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.  Each Guaranteeing 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 any 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 or this Fourth 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 FOURTH 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

GIBSON FINANCE LTD.
By:	/s/ Richard G. Taylor
	Name:	Richard G. Taylor
	Title:	Executive Vice President, Finance and Chief Financial Officer
GIBSON (U.S.) FINCO CORP.
By:	/s/ Richard G. Taylor
	Name:	Richard G. Taylor
	Title:	Executive Vice President Finance and Chief Financial Officer
GIBSON (U.S.) HOLDCO CORP.
By:	/s/ Richard G. Taylor
	Name:	Richard G. Taylor
	Title:	Executive Vice President Finance and Chief Financial Officer
TAYLOR COMPANIES, LLC
By:	/s/ Gregory Fisher
	Name:	Gregory Fisher
	Title:	Chief Financial Officer & Secretary
TPG TRANSPORT, LLC
By:	/s/ Gregory Fisher
	Name:	Gregory Fisher
	Title:	Chief Financial Officer & Secretary

[Fourth Supplemental Indenture Signature Page]

TPG LEASING, LLC
By:	/s/ Gregory Fisher
	Name:	Gregory Fisher
	Title:	Chief Financial Officer & Secretary
TAYLOR TRANSFER SERVICES, LLC
By:	/s/ Gregory Fisher
	Name:	Gregory Fisher
	Title:	Chief Financial Officer & Secretary
TAYLOR GAS LIQUIDS, LLC
By:	/s/ Gregory Fisher
	Name:	Gregory Fisher
	Title:	Chief Financial Officer & Secretary
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

[Fourth Supplemental Indenture Signature Page]

					Authorized Signing Officer
LINK PETROLEUM, INC.
By:					/s/ Richard G. Taylor
					Authorized Signing Officer
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

[Fourth Supplemental Indenture Signature Page]

	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

[Fourth 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

[Fourth Supplemental Indenture Signature Page]

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

[Fourth Supplemental Indenture Signature Page]

SCHEDULE 1

Each of the entities listed below is party to this Fourth Supplemental Indenture:

Name	Jurisdiction of Formation and Entity Type
GIBSON FINANCE LTD.	Alberta corporation
GIBSON (U.S.) FINCO CORP.	Delaware corporation
GIBSON (U.S.) HOLDCO CORP.	Delaware corporation
TAYLOR COMPANIES, LLC	Delaware limited liability company
TPG TRANSPORT, LLC	Delaware limited liability company
TPG LEASING, LLC	Delaware limited liability company
TAYLOR TRANSFER SERVICES, LLC	Texas limited liability company
TAYLOR GAS LIQUIDS, LLC	Texas limited liability company