FIFTH SUPPLEMENTAL INDENTURE

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 Xxxxxx 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/ Xxxxxxx X. Xxxxxx
			Name:	Xxxxxxx X. Xxxxxx
			Title:	Executive Vice President, Finance and Chief Financial Officer
		XXXXXX ENERGY ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name:	Xxxxxxx X. Xxxxxx
			Title:	Executive Vice President, Finance and Chief Financial Officer
		GEP MIDSTREAM FINANCE CORP.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name:	Xxxxxxx X. Xxxxxx
			Title:	Executive Vice President, Finance and Chief Financial Officer
		GUARANTORS:
		XXXXXX ENERGY (U.S.) INC.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		LINK PETROLEUM, INC.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX ENERGY HOLDING ULC

[Fifth Supplemental Indenture Signature Page]

		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		MOOSE JAW REFINERY PARTNERSHIP
		by its managing partner,
		Xxxxxx Energy ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		MOOSE JAW REFINERY ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		CANWEST PROPANE PARTNERSHIP
		by its managing partner,
		Xxxxxx Energy ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		CANWEST PROPANE ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		MP ENERGY PARTNERSHIP
		by its managing partner,
		Xxxxxx Energy ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		MP ENERGY ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer

[Fifth Supplemental Indenture Signature Page]

		XXXXXX ENERGY PARTNERSHIP
		by its managing partner,
		Xxxxxx Energy ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		GEP ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		LINK PETROLEUM SERVICES LTD.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		CHIEF HAULING CONTRACTORS ULC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX GCC INC.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		BATTLE RIVER TERMINAL LP
		by its general partner,
		Battle River Terminal GP Inc.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer

[Fifth Supplemental Indenture Signature Page]

		BATTLE RIVER TERMINAL GP INC.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		BRIDGE CREEK TRUCKING LTD.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXXXXX TANK TRUCKING LTD.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		AARCAM PROPANE & CONSTRUCTION HEAT LTD.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX (U.S.) ACQUISITIONCO CORP.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX (U.S.) XXXXX CORP.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX (U.S.) HOLDCO CORP.
		By:	/s/ Xxxxxxx X. Xxxxxx

[Fifth Supplemental Indenture Signature Page]

			Authorized Signing Officer
		XXXXXX FINANCE LTD.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX COMPANIES, LLC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		TPG TRANSPORT, LLC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		TPG LEASING, LLC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX TRANSFER SERVICES, LLC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer
		XXXXXX GAS LIQUIDS, LLC
		By:	/s/ Xxxxxxx X. Xxxxxx
			Authorized Signing Officer

[Fifth Supplemental Indenture Signature Page]

		THE BANK OF NEW YORK MELLON,
		as Trustee
		By:	/s/ Xxxx Xxx
			Name: Xxxx Xxx
			Title: Senior Associate
		BNY TRUST COMPANY OF CANADA,
		as Collateral Agent
		By:	/s/ Xxxxxx Xxx
			Name: Xxxxxx Xxx
			Title: Authorized Signatory

[Fifth Supplemental Indenture Signature Page]