TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of April 7, 2009, to be effective as of 11:59 PM CDT March 31, 2009 (the “Effective Date”), is entered into by and between SemGroup Energy Partners, L.P., SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe G.P., L.L.C. SemPipe, L.P., SemMaterials Energy Partners, L.L.C. and SGLP Asphalt L.L.C. (collectively, “Service Recipient”), and SemCrude, L.P., SemGroup, L.P., SemMaterials, L.P. and SemManagement, L.L.C. (collectively, “Service Provider”). Service Provider and Service Recipient are hereinafter collectively referred to as the “Parties” or individually, as applicable, as the “Party.”
MUTUAL EASEMENT AGREEMENTMutual Easement Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma
This Mutual Easement Agreement (this “Easement Agreement”) is made as of the 31st day of March, 2009, among SemCrude, L.P. (“SemCrude”), and SemGroup Energy Partners, L.L.C. (“SGLLC”), and SemGroup Crude Storage, L.L.C. (“Storage” and together with SGLLC, “SGLP”).
SHARED SERVICES AGREEMENTShared Services Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This SHARED SERVICES AGREEMENT (this “Agreement”), is entered into on April 7, 2009, to be effective as of 11:59 PM CDT March 31, 2009 (the “Effective Date”), by and between SemGroup Energy Partners, L.P., SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe G.P., L.L.C. and SemPipe, L.P. (collectively, “Service Recipient”), and SemCrude, L.P. and SemManagement, L.L.C. (collectively, “Service Provider”). Service Provider and Service Recipient are hereinafter collectively referred to as the “Parties” or individually, as applicable, as the “Party.”
PIPELINE EASEMENT AGREEMENTPipeline Easement Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma
This Pipeline Easement Agreement (this “Agreement”) is executed by and among SEMGROUP ENERGY PARTNERS, L.L.C., a Delaware Limited Liability Company ("SGLP"), and SEMGROUP CRUDE STORAGE, L.L.C., a Delaware limited liability Company ("SGCS") (collectively referred to herein as "Grantor"), and WHITE CLIFFS PIPELINE, L.L.C., a Delaware limited liability company ("Grantee");
BUILDING LEASEBuilding Lease • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma
THIS BUILDING LEASE (this “Lease”) is made as of March 31, 2009, by and between SEMGROUP ENERGY PARTNERS, L.L.C., a Delaware limited partnership (“Landlord”), and SEMCRUDE, L.P., a Delaware limited partnership (“Tenant”).
ACCESS AND USE AGREEMENTAccess and Use Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
THIS ACCESS AND USE AGREEMENT (this “Agreement”) is entered into on April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the “Effective Date”), by and between SemMaterials, L.P., an Oklahoma limited partnership (“SemMaterials”), and SemMaterials Energy Partners, L.L.C., a Delaware limited liability company (“SMEP”). SemMaterials and SMEP are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
MASTER AGREEMENT BY AND AMONG SEMGROUP, L.P., SEMMANAGEMENT, L.L.C., SEMOPERATING G.P., L.L.C., SEMMATERIALS, L.P., SEMCRUDE, L.P., EAGLWING, L.P., SEMGROUP HOLDINGS, L.P. AND SEMGROUP ENERGY PARTNERS, L.P., SEMGROUP ENERGY PARTNERS G.P., L.L.C.,...Master Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • New York
This Master Agreement (this “Agreement”), is entered into on April 7, 2009, to be effective as of 11:59 PM CDT March 31, 2009 (the “Effective Date”), by and among SemGroup, L.P. (“SemGroup”), SemManagement, L.L.C. (“SemManagement”), SemOperating G.P., L.L.C. (“SemOperating”), SemMaterials, L.P. (“SemMaterials”), K.C. Asphalt, L.L.C. (“KC Asphalt”), SemCrude, L.P. (“SemCrude”), Eaglwing, L.P. (“Eaglwing”), SemGroup Holdings, L.P. (“SemGroup Holdings”), SemGroup Energy Partners, L.P. (“SGLP”), SemGroup Energy Partners G.P., L.L.C. (“SGLP GP”), SemGroup Energy Partners Operating, L.L.C. (“SGLP Operating”), SemGroup Energy Partners, L.L.C. (“SGEP”), SemGroup Crude Storage, L.L.C. (“Crude Storage”), SemPipe, L.P. (“SemPipe LP”), SemPipe G.P., L.L.C. (“SemPipe”), SGLP Management, Inc. (“SGLP Management”) and SemMaterials Energy Partners, L.L.C. (“SMEP”). SemGroup, SemManagement, SemOperating, SemMaterials, KC Asphalt, SemCrude, Eaglwing and SemGroup Holdings are collectively referred to as t
THROUGHPUT AGREEMENTThroughput Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This Throughput Agreement (the “Agreement”) is entered into on April 7, 2009, to be effective as of 11:59 PM CDT March 31, 2009 (the “Effective Date”), and is made by and among SemGroup Energy Partners, L.L.C. (“Owner”), and SemCrude, L.P. (“Customer”), sometimes referred to individually as “Party” and collectively as “Parties”. In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions.
OFFICE LEASEOffice Lease • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma
THIS OFFICE LEASE (this “Lease”) is made as of March 31, 2009, by and between SEMGROUP ENERGY PARTNERS, L.L.C., a Delaware limited partnership (“Landlord”), and SEMCRUDE, L.P., a Delaware limited partnership (“Tenant”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This Trademark License Agreement (“Agreement”) is entered into on the 7th day of April, 2009, to be effective as of 11:59 PM CDT on March 31, 2009 (“Effective Date”) by and between SemGroup, L.P., an Oklahoma limited partnership (“SemGroup”) and SemMaterials, L.P., an Oklahoma limited partnership (“SemMaterials”) (SemGroup and SemMaterials, collectively, “Licensor”), on the one hand, and SemGroup Energy Partners, L.P., a Delaware limited partnership (“Licensee”), on the other hand. Licensor and Licensee are hereinafter referred to as the “Parties” or individually, as applicable, as the “Party”.
TERMINALLING AND STORAGE AGREEMENT by and between SEMMATERIALS, L.P., (“Customer”) and SEMMATERIALS ENERGY PARTNERS, L.L.C. (“Owner”) effective as ofTerminalling and Storage Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This Terminalling and Storage Agreement (the “Agreement”) is entered into on April 7, 2009, to be effective as of 11:59 PM CDT March 31, 2009 (the “Effective Date”), and is made by and between SemMaterials Energy Partners, L.L.C., a Delaware limited liability company (“Owner”), and SemMaterials, L.P., an Oklahoma limited liability company (“Customer”, each of Owner and Customer sometimes referred to individually as “Party” and collectively as the “Parties”).
CONSENT, WAIVER AND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • New York
This Consent, Waiver and Amendment to Credit Agreement (this “Amendment”), dated as of April 7, 2009 but effective as of the Effective Date (as hereinafter defined), is among SEMGROUP ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below) party hereto (collectively, the “Guarantors”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), L/C Issuer and Swing Line Lender under the Credit Agreement referred to below, and the Lenders (as defined below) signatory hereto.
MEMBERSHIP INTEREST TRANSFER AGREEMENT by and among SEMMATERIALS, L.P., and SEMMATERIALS ENERGY PARTNERS, L.L.C. effective as ofMembership Interest Transfer Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This Membership Interest Transfer Agreement (this “Agreement”), dated as April 7, 2009, to be effective as of 11:59 PM CDT on March 31, 2009 (the “Effective Date”), is by and between SemMaterials Energy Partners, L.L.C., a Delaware limited liability company (“SMEP”), and SemMaterials, L.P., an Oklahoma limited partnership (“SemMaterials”). SemMaterials and SMEP are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
