UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
report (date of earliest event reported): April 7, 2009
SEMGROUP
ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
DELAWARE
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001-33503
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20-8536826
|
(State
of incorporation
or
organization)
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(Commission
file number)
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(I.R.S.
employer identification number)
|
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
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74136
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (918) 524-5500
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On April 7, 2009, SemGroup Energy
Partners, L.P. (“SGLP”) announced the consummation of the settlement of certain
items among it and certain of its subsidiaries (the “SGLP Parties”) and
SemGroup, L.P. (the “Private Company”) and certain of its subsidiaries (the
“Private Company Parties”). As previously disclosed, the Private
Company and certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on July
22, 2008. Also as previously disclosed, the SGLP Parties and the
Private Company Parties entered into a term sheet (the “Settlement Term Sheet”)
summarizing the principal terms of a settlement (the “Settlement”) of certain
items between the SGLP Parties and the Private Company Parties. The
Bankruptcy Court entered an order approving the Settlement upon the terms
contained in the Settlement Term Sheet on March 20, 2009.
The SGLP Parties and the Private
Company Parties executed definitive documentation, in the form of a master
agreement (the “Master Agreement”), dated April 7, 2009 to be effective as of
11:59 PM CDT March 31, 2009, and certain other transaction documents to
effectuate the Settlement and that supersede the Settlement Term
Sheet. The material terms of the Master Agreement and certain of the
other transaction documents are summarized below. The Bankruptcy
Court entered an order approving the Master Agreement and the Settlement on
April 7, 2009. In addition, in connection with the Settlement, SGLP
and the requisite lenders under SGLP’s secured credit facility entered into a
Consent, Waiver and Amendment to Credit Agreement (the “Amendment”), dated as of
April 7, 2009, under which, among other things, the lenders consented to the
Settlement and waived all existing defaults and events of default described in
the Forbearance Agreement (as defined below) and amendments
thereto.
Master
Agreement
Among other items, the Master Agreement
outlines the required agreements and transactions to effectuate the
Settlement. The Master Agreement also provides for a general release
by the SGLP Parties of the Private Company Parties and their lenders relating to
certain claims and a general release by the Private Company Parties of the SGLP
Parties and their lenders relating to certain claims. In addition,
pursuant to the Master Agreement, the SGLP Parties and Private Company Parties
have agreed to mutual nonsolicitation provisions relating to employees of the
other party for one year after the date of the agreement.
Pursuant to the Master Agreement and
the related order entered by the Bankruptcy Court, certain of the Private
Company Parties rejected the following contracts as part of their bankruptcy
proceedings: (i) the Terminalling and Storage Agreement, dated as of February
20, 2008, by and between SemMaterials, L.P. and SemMaterials Energy Partners,
L.L.C.; (ii) the Throughput Agreement, dated as of July 20, 2007, among
SGLP, SemGroup Energy Partners, L.L.C., SemCrude, L.P., Eaglwing, L.P. and
SemGroup, L.P.; (iii) the Amended and Restated Omnibus Agreement, dated as of
February 20, 2008, by and among SemGroup, L.P., SemManagement, L.L.C.,
SemMaterials, L.P., SGLP, SemGroup Energy Partners G.P., L.L.C. and SemMaterials
Energy Partners, L.L.C.; (iv) the Terminal Access and Use Agreement, dated as of
January 28, 2008, by and among SemMaterials Energy Partners, L.L.C.,
SemMaterials, L.P. and K.C. Asphalt, L.L.C.; and (v) the Guaranty, dated as of
February 20, 2008, of SemGroup, L.P. in favor of SemMaterials Energy Partners
(collectively, the “Rejected Contracts”). In connection with the
rejection of the Rejected Contracts, (i) SemMaterials Energy Partners, L.L.C.
has a general unsecured claim against SemMaterials, L.P., K.C. Asphalt, L.L.C.
and SemGroup, L.P. (joint and several) in the amount of $35,000,000 and (ii)
SGLP and SemGroup Energy Partners, L.L.C. has a general unsecured
claim against SemCrude, L.P., Eaglwing, L.P. and SemGroup, L.P. (joint and
several) in the amount of $20,000,000.
This description of the Master
Agreement is qualified in its entirety by reference to the Master Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Shared
Services Agreement
In connection with the Settlement,
certain of the SGLP Parties entered into a Shared Services Agreement, dated
April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the “Shared
Services Agreement”), with certain of the Private Company
Parties. Pursuant to the Shared Services Agreement, certain of the
Private Company Parties will provide certain general shared services, Cushing
shared services (as described below), and SCADA services (as described below) to
certain of the SGLP Parties.
The general shared services include,
among other items, crude oil movement services, Department of Transportation
services, right-of-way services, environmental services, pipeline and civil
structural maintenance services, safety services, pipeline truck station
maintenance services, project support services and truck dispatch
services. The fees for such general shared services will be fixed at
$125,000 for the month of April 2009 and such fixed fee may be extended by
mutual agreement of the parties for one additional month. Thereafter
the fees will be calculated in accordance with the formulas contained
therein. The Private Company Parties have agreed to provide the
general shared services for three years (subject to earlier termination as
provided therein) and the term may be extended an additional year by mutual
agreement of the parties.
The Cushing shared services include,
among other items, operational and maintenance services related to terminals at
Cushing, Oklahoma. The fees for such Cushing shared services will be
fixed at $20,000 for the month of April 2009 and such fixed fee may be extended
by mutual agreement of the parties for one additional
month. Thereafter the fees will be calculated in accordance with the
formulas contained therein. The Private Company Parties have agreed
to provide the Cushing shared services for three years (subject to earlier
termination as provided therein) and the term may be extended an additional year
by mutual agreement of the parties.
The SCADA services include, among other
items, services related to the operation of the SCADA system which is used in
connection with SGLP’s crude oil operations. The fees for such SCADA
services will be fixed at $15,000 for the month of April 2009 and such fixed fee
may be extended by mutual agreement of the parties for one additional
month. Thereafter the fees will be calculated in accordance with the
formulas contained therein. The Private Company Parties have agreed
to provide the SCADA services for five years (subject to earlier termination as
provided therein) and the SGLP Parties may elect to extend the term for two
subsequent five year periods.
This description of the Shared Services
Agreement is qualified in its entirety by reference to the Shared Services
Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Transition
Services Agreement
In connection with the Settlement,
certain of the SGLP Parties entered into a Transition Services Agreement, dated
April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the “Transition
Services Agreement”), with certain of the Private Company
Parties. Pursuant to the Transition Services Agreement, certain of
the Private Company Parties will provide certain corporate, crude oil and
asphalt transition services, in each case for a limited amount of
time. Certain of the SGLP Parties will pay the fees described therein
to certain of the Private Company Parties in respect of the transition
services. This description of the Transition Services Agreement is
qualified in its entirety by reference to the Transition Services Agreement, a
copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is
incorporated herein by reference.
Transfer
of Crude Oil Assets
In connection with the Settlement,
certain of the SGLP Parties transferred certain crude oil assets located in
Kansas and northern Oklahoma to certain of the Private Company
Parties. These transfers included real property and associated
personal property at locations where the Private Company Parties owned the
pipeline. The SGLP Parties retained certain access and connection
rights to enable them to continue to operate their crude oil trucking business
in such areas. In addition, certain of the SGLP Parties transferred
their interests in the SCADA System, a crude oil inventory tracking system, to
certain of the Private Company Parties.
In addition, in connection with the
Settlement, certain of the Private Company Parties transferred to certain of the
SGLP Parties (i) 355,000 barrels of crude oil line fill and tank bottoms, which
are necessary for SGLP to operate its crude oil tank storage operations and its
Oklahoma and Texas crude oil pipeline systems, (ii) certain personal property
located in Oklahoma, Texas and Kansas used in connection with the SGLP Parties’
crude oil trucking business and (iii) certain real property located in Oklahoma,
Kansas, Texas and New Mexico that was intended to be transferred in connection
with SGLP’s initial public offering.
Transfer
of Asphalt Assets
In connection with the Settlement and
pursuant to a Contribution, Conveyance, Assignment and Assumption Agreement,
dated as of April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the
“Contribution Agreement”), certain of the Private Company Parties transferred
(i) certain asphalt processing assets that are connected to, adjacent to, or
otherwise contiguous with the SGLP Parties’ existing asphalt facilities to SGLP
Asphalt, L.L.C., a newly created subsidiary of SemMaterials, L.P., a subsidiary
of the Private Company and (ii) the associated real property interests to one of
the SGLP Parties. Subsequently, SemMaterials, L.P., a subsidiary of
the Private Company, transferred all of the equity interests of SGLP Asphalt,
L.L.C. to one of the SGLP Parties pursuant to a Membership Interest Transfer
Agreement (the “MITA”). This description of the Contribution
Agreement and the MITA is qualified in its entirety by reference to the
Contribution Agreement and the MITA, copies of which are filed as Exhibits 10.4
and 10.5, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Throughput
Agreement
In connection with the Settlement, a
subsidiary of SGLP and a subsidiary of the Private Company entered into a
Throughput Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM
CDT March 31, 2009 (the “Throughput Agreement”), pursuant to which a subsidiary
of SGLP will provide certain crude oil gathering, transportation, terminalling
and storage services to a subsidiary of the Private Company.
Under the Throughput Agreement, a
subsidiary of SGLP charges the following fees: (i) barrels gathered via
gathering lines will be charged a gathering rate of $0.75 per barrel, (ii)
barrels transported within Oklahoma will be charged $1.00 per barrel while
barrels transported on the Masterson Mainline will be charged $0.55 per barrel,
(iii) barrels transported by truck will be charged in accordance with the
schedule contained therein, including a fuel surcharge, (iv) storage fees shall
equal $0.50 per barrel per month for product located in storage tanks located in
Cushing, Oklahoma and $0.44 per barrel per month for product not located in
dedicated Cushing storage tanks, and (v) a delivery charge of $0.08 per barrel
will be charged for deliveries out of the Cushing Interchange
Terminal.
The
Throughput Agreement has an initial term of one year with additional automatic
one-month renewals unless either party terminates the agreement upon thirty-days
prior notice. This description of the Throughput Agreement is
qualified in its entirety by reference to the Throughput Agreement, a copy of
which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is
incorporated herein by reference.
Terminalling
and Storage Agreement
In connection with the Settlement, a
subsidiary of SGLP and a subsidiary of the Private Company entered into a
Terminalling and Storage Agreement, dated as of April 7, 2009 to be effective as
of 11:59 PM CDT March 31, 2009 (the “Terminalling Agreement”), pursuant to which
a subsidiary of SGLP will provide certain asphalt terminalling and storage
services for the remaining asphalt inventory of a subsidiary of the Private
Company. Storage services under the Terminalling Agreement are equal
to $0.565 per barrel per month multiplied by the total shell capacity in barrels
for each storage tank where the subsidiary of the Private Company and its
affiliates have product; provided that if the subsidiary of the Private Company
removes all product from a storage tank prior to the end of the month, then the
storage service fees shall be pro-rated for such month based on the number of
calendar days storage was actually used. Throughput fees under the
Terminalling Agreement are equal to $9.25 per ton; provided that no fees will be
payable for transfers of product between storage tanks located at the same or
different terminals.
The Terminalling Agreement has an
initial term that expires on October 31, 2009, which may be extended for one
month by mutual agreement of the parties. This description of the
Terminalling Agreement is qualified in its entirety by reference to the
Terminalling Agreement, a copy of which is filed as Exhibit 10.7 to this Current
Report on Form 8-K and is incorporated herein by reference.
Access
and Use Agreement
In connection with the Settlement, a
subsidiary of SGLP and a subsidiary of the Private Company entered into an
Access and Use Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009 (the “Access and Use Agreement”), pursuant to which the
subsidiary of SGLP will allow the subsidiary of the Private Company certain
access rights relating to its existing asphalt inventory. The term of
the Access and Use Agreement shall end separately for each terminal upon the
earlier of October 31, 2009 or until all of the existing asphalt inventory of
such subsidiary of the Private Company is removed from such
terminal. This description of the Access and Use Agreement is
qualified in its entirety by reference to the Access and Use Agreement, a copy
of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is
incorporated herein by reference.
Trademark
License Agreement
In connection with the Settlement,
certain of the Private Company Parties and SGLP entered into a Trademark License
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009 (the “Trademark Agreement”), pursuant to which certain of the Private
Company Parties granted SGLP a non-exclusive, worldwide license to use certain
trade names, including the name “SemGroup”, and the corresponding mark until
December 31, 2009, and the Private Company Parties waived claims for
infringement relating to such trade names and mark prior to the effective date
of such license agreement. This description of the Trademark
Agreement is qualified in its entirety by reference to the Trademark Agreement,
a copy of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and
is incorporated herein by reference.
Building
and Office Leases
In connection with the Settlement, a
subsidiary of SGLP leased certain office space in Oklahoma City, Oklahoma (the
“Office Lease”) and certain facilities in Cushing, Oklahoma (the “Building
Lease”) to a subsidiary of the Private Company, each as of March 31,
2009. The term for both the Office Lease and the Building Lease
expires on March 31, 2014. The rents for such leases are as described
in the exhibits thereto. This description of the Office Lease and the
Building Lease is qualified in its entirety by reference to the Office Lease and
the Building Lease, copies of which are filed as Exhibits 10.10 and 10.11,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Mutual
Easement
In connection with the Settlement,
certain of the SGLP Parties and a subsidiary of the Private Company entered into
a Mutual Easement Agreement (the “Mutual Easement Agreement”) relating to
properties owned by the parties at Cushing, Oklahoma effective as of March 31,
2009. Pursuant to this Mutual Easement Agreement, the parties granted mutual
easements relating to access, facility improvements, existing and future
pipeline rights and corresponding rights of ingress and egress. This
description of the Mutual Easement Agreement is qualified in its entirety by
reference to the Mutual Easement Agreement, a copy of which is filed as Exhibit
10.12 to this Current Report on Form 8-K and is incorporated herein by
reference.
White
Cliffs Easement
In connection with the Settlement,
certain of the SGLP Parties and a subsidiary of the Private Company entered into
a Pipeline Easement Agreement (the “Pipeline Easement Agreement”) whereby a
subsidiary of the Private Company was granted certain pipeline easements at
Cushing, Oklahoma, together with the corresponding rights of ingress and egress
effective as of March 31, 2009. This description of the Pipeline
Easement Agreement is qualified in its entirety by reference to the Pipeline
Easement Agreement, a copy of which is filed as Exhibit 10.13 to this Current
Report on Form 8-K and is incorporated herein by reference.
Amendment
to Credit Agreement
As previously disclosed, events of
default occurred and were continuing under SGLP’s credit agreement, which
prohibited SGLP from borrowing under its credit facility to fund working capital
needs or to pay distributions to its unitholders, among other
things. Effective September 18, 2008, SGLP and the requisite lenders
entered into a Forbearance Agreement and Amendment to Credit Agreement (the
“Forbearance Agreement”) under which the lenders agreed, subject to specified
limitations and conditions, to forbear from exercising their rights and remedies
arising from SGLP’s defaults or events of default described therein for the
period commencing on September 18, 2008 until December 11,
2008. Pursuant to amendments to the Forbearance Agreement, the
forbearance period was extended until April 8, 2009.
SGLP, its subsidiaries that are
guarantors of the obligations under the credit facility, Wachovia Bank, National
Association, as Administrative Agent, and the requisite lenders under SGLP’s
credit agreement entered into the Amendment, dated as of April 7, 2009, under
which the lenders consented to the Settlement and waived all existing defaults
and events of default described in the Forbearance Agreement and amendments
thereto. Pursuant to the Amendment, the credit facility and all
obligations outstanding thereunder will mature on June 30, 2011.
Upon the execution of the Amendment,
$150.0 million of SGLP’s outstanding revolving loans were converted to term
loans and SGLP became able to borrow additional funds under its revolving credit
facility. After giving effect to the Amendment, SGLP is expected to
have $433.1 million in outstanding borrowings under its credit facility
(including $33.1 million under its revolving credit facility and $400.0 million
under its term loan facility) with an aggregate unused credit availability under
its revolving credit facility and cash on hand of approximately $29.0 million.
Amounts outstanding under SGLP’s revolving credit facility will never exceed
$50.0 million.
After giving effect to the Amendment,
amounts outstanding under SGLP’s credit facility bear interest at either the
LIBOR rate plus 6.50% per annum, with a LIBOR floor of 3.00%, or the Base rate
plus 5.50% per annum, with a Base rate floor of 4.00% per annum. SGLP
now pays a fee of 1.00% on unused commitments under its revolving credit
facility. After giving effect to the Amendment, interest on amounts
outstanding under SGLP’s credit facility must be paid monthly. SGLP’s
credit facility, as amended by the Amendment, now requires SGLP to pay
additional interest on October 6, 2009, April 6, 2010, October 6, 2010 and April
6, 2011, equal to the product of (i) the sum of the total amount of term loans
then outstanding plus the aggregate commitments under the revolving credit
facility and (ii) 0.50%, 0.50%, 1.00% and 1.00%, respectively.
Among other things, SGLP’s credit
facility, as amended by the Amendment, now requires SGLP to make (i) minimum
quarterly amortization payments on March 31, 2010 in the amount of $2.0 million,
June 30, 2010 in the amount of $2.0 million, September 30, 2010 in the amount of
$2.5 million, December 31, 2010 in the amount of $2.5 million and March 31, 2011
in the amount of $2.5 million, (ii) mandatory prepayments of amounts
outstanding under the revolving credit facility (with no commitment reduction)
whenever cash on hand exceeds $15.0 million, (iii) mandatory prepayments with
100% of asset sale proceeds, (iv) mandatory prepayment with 50% of the proceeds
raised through equity raises and (v) annual prepayments with 50% of excess cash
flow. SGLP’s credit facility, as amended by the Amendment, prohibits
SGLP from making draws under the revolving credit facility if it would have more
than $15.0 million of cash on hand after making the draw and applying the
proceeds thereof.
Under the credit facility, as amended
by the Amendment, SGLP is required to maintain compliance with certain financial
covenants, including maintaining a maximum leverage ratio, minimum interest
coverage ratio, minimum consolidated adjusted EBITDA and maximum annual capital
expenditures. In addition, pursuant to the Amendment, SGLP’s ability
to make acquisitions and investments in unrestricted subsidiaries is limited and
SGLP may only make distributions if its leverage ratio is less than 3.50:1.00
and certain other conditions are met.
SGLP's credit facility, as amended by
the Agreement, permits SGLP to sell its asphalt assets subject to certain
conditions. Additionally, it permits SGLP to repurchase amounts
outstanding under the credit facility via a Dutch auction process with 50% of
the proceeds raised through equity raises and with 50% of excess cash
flow.
This description of the Amendment is
qualified in its entirety by reference to the Amendment, a copy of which is
filed as Exhibit 10.14 to this Current Report on Form 8-K and is incorporated
herein by reference.
Relationships
Each of the SGLP Parties may be
considered an indirect subsidiary of the Private Company although, as previously
disclosed in filings with the Securities and Exchange Commission, they are not
controlled by the Private Company.
Item
1.02.
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Termination
of a Material Definitive Agreement.
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The description in Item 1.01 relating
to the rejection of the Rejected Contracts is incorporated into this Item 1.02
by reference.
Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth above in Item
1.01 is incorporated into this Item 2.03 by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
In accordance with General Instruction
B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is
deemed to be “furnished” and shall not be deemed to be “filed” for purposes of
the Exchange Act.
EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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—
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Master
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among by and among SemGroup, L.P., SemManagement,
L.L.C., SemOperating G.P., L.L.C., SemMaterials, L.P., K.C. Asphalt,
L.L.C., SemCrude, L.P., Eaglwing, L.P., SemGroup Holdings, L.P., SemGroup
Energy Partners, L.P., SemGroup Energy Partners G.P., L.L.C., SemGroup
Energy Partners Operating, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C., SGLP
Management, Inc. and SemMaterials Energy Partners,
L.L.C.
|
10.2
|
—
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Shared
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among 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., SemCrude, L.P. and SemManagement,
L.L.C.
|
10.3
|
—
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Transition
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among 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., SGLP
Asphalt L.L.C., SemCrude, L.P., SemGroup, L.P., SemMaterials, L.P. and
SemManagement, L.L.C.
|
10.4
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—
|
Contribution,
Conveyance, Assignment and Assumption Agreement, dated as of April 7, 2009
to be effective as of 11:59 PM CDT March 31, 2009, by and among
SemMaterials, L.P., K.C. Asphalt, L.L.C., SGLP Asphalt, L.L.C. and
SemMaterials Energy Partners, L.L.C.
|
10.5
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—
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Membership
Interest Transfer Agreement, dated as of April 7, 2009 to be effective as
of 11:59 PM CDT March 31, 2009, by and between SemMaterials, L.P. and
SemMaterials Energy Partners, L.L.C.
|
10.6
|
—
|
Throughput
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among SemGroup Energy Partners, L.L.C. and
SemCrude, L.P.
|
10.7
|
—
|
Terminalling
and Storage Agreement, dated as of April 7, 2009 to be effective as of
11:59 PM CDT March 31, 2009, by and between SemMaterials Energy Partners,
L.L.C. and SemMaterials, L.P.
|
10.8
|
—
|
Access
and Use Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and between SemMaterials, L.P. and SemMaterials
Energy Partners, L.L.C.
|
10.9
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—
|
Trademark
License Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup, L.P., SemMaterials, L.P. and
SemGroup Energy Partners, L.P.
|
10.10
|
—
|
Office
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
|
10.11
|
—
|
Building
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
|
10.12
|
—
|
Mutual
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, among SemCrude, L.P., SemGroup Energy Partners,
L.L.C., and SemGroup Crude Storage, L.L.C.
|
10.13
|
—
|
Pipeline
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among White Cliffs Pipeline, L.L.C.,
SemGroup Energy Partners, L.L.C., and SemGroup Crude Storage,
L.L.C.
|
10.14
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—
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Consent,
Waiver and Amendment to Credit Agreement, dated as of April 7, 2009, by
and among SemGroup Energy Partners, L.P., as Borrower, SemGroup Energy
Partners G.P., L.L.C., SemGroup Energy Partners Operating, L.L.C.,
SemMaterials Energy Partners, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C. and
SGLP Management, Inc., as Guarantors, Wachovia Bank, National Association,
as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders
party thereto.
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99.1
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—
|
Press
release dated April 8,
2009.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
SEMGROUP ENERGY PARTNERS,
L.P.
By: SemGroup Energy
Partners G.P., L.L.C.
its
General Partner
Date: April
10,
2009
By:
/s/ Alex G.
Stallings
Alex G. Stallings
Chief Financial Officer and
Secretary
INDEX
TO EXHIBITS
EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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—
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Master
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among by and among SemGroup, L.P., SemManagement,
L.L.C., SemOperating G.P., L.L.C., SemMaterials, L.P., K.C. Asphalt,
L.L.C., SemCrude, L.P., Eaglwing, L.P., SemGroup Holdings, L.P., SemGroup
Energy Partners, L.P., SemGroup Energy Partners G.P., L.L.C., SemGroup
Energy Partners Operating, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C., SGLP
Management, Inc. and SemMaterials Energy Partners,
L.L.C.
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10.2
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—
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Shared
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among 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., SemCrude, L.P. and SemManagement,
L.L.C.
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10.3
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—
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Transition
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among 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., SGLP
Asphalt L.L.C., SemCrude, L.P., SemGroup, L.P., SemMaterials, L.P. and
SemManagement, L.L.C.
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10.4
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—
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Contribution,
Conveyance, Assignment and Assumption Agreement, dated as of April 7, 2009
to be effective as of 11:59 PM CDT March 31, 2009, by and among
SemMaterials, L.P., K.C. Asphalt, L.L.C., SGLP Asphalt, L.L.C. and
SemMaterials Energy Partners, L.L.C.
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10.5
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Membership
Interest Transfer Agreement, dated as of April 7, 2009 to be effective as
of 11:59 PM CDT March 31, 2009, by and between SemMaterials, L.P. and
SemMaterials Energy Partners, L.L.C.
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10.6
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Throughput
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among SemGroup Energy Partners, L.L.C. and
SemCrude, L.P.
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10.7
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—
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Terminalling
and Storage Agreement, dated as of April 7, 2009 to be effective as of
11:59 PM CDT March 31, 2009, by and between SemMaterials Energy Partners,
L.L.C. and SemMaterials, L.P.
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10.8
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—
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Access
and Use Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and between SemMaterials, L.P. and SemMaterials
Energy Partners, L.L.C.
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10.9
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—
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Trademark
License Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup, L.P., SemMaterials, L.P. and
SemGroup Energy Partners, L.P.
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10.10
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—
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Office
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
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10.11
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—
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Building
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
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10.12
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Mutual
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, among SemCrude, L.P., SemGroup Energy Partners,
L.L.C., and SemGroup Crude Storage, L.L.C.
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10.13
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Pipeline
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among White Cliffs Pipeline, L.L.C.,
SemGroup Energy Partners, L.L.C., and SemGroup Crude Storage,
L.L.C.
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10.14
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—
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Consent,
Waiver and Amendment to Credit Agreement, dated as of April 7, 2009, by
and among SemGroup Energy Partners, L.P., as Borrower, SemGroup Energy
Partners G.P., L.L.C., SemGroup Energy Partners Operating, L.L.C.,
SemMaterials Energy Partners, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C. and
SGLP Management, Inc., as Guarantors, Wachovia Bank, National Association,
as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders
party thereto.
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99.1
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Press
release dated April 8, 2009.
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MASTER
AGREEMENT
BY
AND AMONG
SEMGROUP,
L.P.,
SEMMANAGEMENT,
L.L.C.,
SEMOPERATING
G.P., L.L.C.,
SEMMATERIALS,
L.P.,
K.C.
ASPHALT, L.L.C.,
SEMCRUDE,
L.P.,
EAGLWING,
L.P.,
SEMGROUP
HOLDINGS, L.P.
AND
SEMGROUP
ENERGY PARTNERS, L.P.,
SEMGROUP
ENERGY PARTNERS G.P., L.L.C.,
SEMGROUP
ENERGY PARTNERS OPERATING, L.L.C.,
SEMGROUP
ENERGY PARTNERS, L.L.C.,
SEMGROUP
CRUDE STORAGE, L.L.C.,
SEMPIPE
G.P., L.L.C.,
SEMPIPE,
L.P.
SGLP
MANAGEMENT, INC.
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
EFFECTIVE
AS OF 11:59 PM CDT MARCH 31, 2009
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SETTLEMENT
TRANSACTIONS
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2
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1.1
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The
Transactions
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2
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1.2
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SemMaterials
Transactions
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3
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1.3
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Employees
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5
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1.4
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Release
of Liens
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5
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ARTICLE
II
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TREATMENT
OF CERTAIN CONTRACTS IN BANKRUPTCY PROCEEDINGS
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6
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2.1
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Rejection
of Contracts
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6
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2.2
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Allowed
Claims
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7
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2.3
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Termination
of Guaranties
|
7
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ARTICLE
III
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MUTUAL
RELEASES
|
7
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3.1
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General
Release of Certain Claims by SGLP Parties
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7
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3.2
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General
Release of Certain Claims by SemGroup Parties
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8
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3.3
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Release
of Certain Claims by SGLP Parties
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8
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ARTICLE
IV
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REPRESENTATIONS
AND WARRANTIES OF SEMGROUP PARTIES
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9
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4.1
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Organization
and Good Standing
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9
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4.2
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Authorization
of Settlement Agreement and Transaction Documents
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9
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4.3
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No
Violation; Consents
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9
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4.4
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Title
to Property
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9
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4.5
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Brokerage
Fees
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10
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4.6
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Acknowledgement
of SemGroup Parties
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10
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4.7
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Limitation
of Representations and Warranties
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10
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ARTICLE
V
|
REPRESENTATIONS
AND WARRANTIES OF SGLP PARTIES
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11
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5.1
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Organization
and Good Standing
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11
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5.2
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Authorization
of Agreement and Transaction Documents
|
11
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5.3
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No
Violation; Consents
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11
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5.4
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Title
to Property
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11
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5.5
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Brokerage
Fees
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12
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5.6
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Acknowledgement
of SGLP Parties
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12
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5.7
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Limitation
of Representations and Warranties
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12
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ARTICLE
VI
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ADDITIONAL
COVENANTS
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12
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6.1
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Expenses
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12
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6.2
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Mutual
Cooperation
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13
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6.3
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Taxes
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13
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6.4
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Tax
Allocation
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13
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ARTICLE
VII
|
MISCELLANEOUS
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14
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7.1
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Effect
of this Agreement
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14
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7.2
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Binding
Effect; Successors
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14
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7.3
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Submission
to Jurisdiction
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15
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7.4
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Waiver
of Jury Trial
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15
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7.5
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Entire
Agreement
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16
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7.6
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Amendments
and Waivers
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16
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7.7
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Governing
Law
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16
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7.8
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Notices
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17
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7.9
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Severability
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18
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7.10
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Counterparts
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18
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7.11
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Captions
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18
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7.12
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Interpretation
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18
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7.13
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Third
Party Beneficiaries
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18
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Exhibits
Exhibit
A Kansas
Transfer Documents
Exhibit
B Shared
Services Agreement
Exhibit
C SCADA
Transfer Document
Exhibit
D-1 Oklahoma
City Lease
Exhibit
D-2 Cushing
Lease
Exhibit
E Line
Fill and Tank Bottoms Transfer Document
Exhibit
F New
Throughput Agreement
Exhibit
G-1 SGLP
Dropdown Transfer Documents
Exhibit
G-2 SemGroup
Dropdown Transfer Documents
Exhibit
H Cushing
Land Rights Agreements
Exhibit
I Trademark
License Agreement
Exhibit
J Asphalt
Transfer Documents
Exhibit
K New
Terminalling Agreement
Exhibit
L New
Terminal Access Agreement
Exhibit
M SemMaterials
Transition Services Agreement
Exhibit
N SemMaterials
Software
Exhibit
O SemMaterials
Software Transfer Agreement
Exhibit
P Final
Order
Exhibit
Q Kansas
Pipeline
Exhibit
R SemGroup
Lender Release
Exhibit
S SGLP
Lender Release
MASTER
AGREEMENT
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 the “
SemGroup
Parties
.” SGLP, SGLP GP, SGLP Operating, SGEP, Crude Storage,
SemPipe LP, SemPipe, SGLP Management and SMEP are collectively referred to as
the “
SGLP
Parties
.” The SemGroup Parties and the SGLP Parties are
collectively referred to as the “
Parties
” and
individually referred to as a “
Party
”.
Capitalized terms not otherwise defined
herein shall have the meaning assigned to such terms in attached
Appendix A
,
which is incorporated herein by reference.
PRELIMINARY
STATEMENTS
WHEREAS
, the Parties have
engaged in extensive, arms’ length and good faith negotiations and discussions
concerning a global settlement;
WHEREAS,
the Parties signed
that certain term sheet on March 6, 2009 (the “
Term Sheet
”), which
set forth the principal terms of a settlement agreement;
WHEREAS,
the Bankruptcy Court
approved the Term Sheet on March 12, 2009;
WHEREAS
, the Parties now
desire to enter into a series of agreements to compromise and settle all matters
among them as described in the Term Sheet and to effect the transactions
described therein (the “
Transactions
”);
and
WHEREAS
, the Parties
acknowledge and agree that the compromise and settlement reflected herein
constitutes the exchange of reasonably equivalent value between the Parties to
settle the matters among them as described in the Term Sheet and is both fair
and reasonable to all the Parties.
NOW, THEREFORE
, in
consideration of the premises and the mutual agreements, covenants,
representations and warranties set forth in this Agreement and for other good,
valid and binding consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties to this Agreement, intending to be legally bound,
hereby agree as follows:
ARTICLE I
SETTLEMENT
TRANSACTIONS
1.1
The
Transactions
. The following Transactions, among others
referenced herein, are occurring concurrently with the execution of this
Agreement by the Parties, to be effective as of the Effective Date.
(a)
Transfer of Kansas
Assets
. SGEP and its Affiliates are transferring the KC Crude
Transferred Assets to SemCrude by executing and delivering the documents listed
on
Exhibit A
hereto (the “
Kansas
Transfer Documents
”).
(b)
Shared Services
Agreement
. SGEP, SemCrude and certain of their Affiliates are
executing and delivering the shared services agreement attached hereto as
Exhibit B
(the
“
Shared Services
Agreement
”).
(c)
SCADA
Agreements
. SGEP and its Affiliates are transferring to
SemCrude and its Affiliates all of their rights, title and interest, in and to
the SCADA System by executing and delivering the bill of sale attached as
Exhibit C
hereto (the
“
SCADA Transfer
Document
”). SGEP, SemCrude and certain of their Affiliates are
also executing and delivering the Shared Services Agreement, which includes
SCADA Services on
Exhibit C
thereto.
(d)
Office
Leases
. SGLP, SemCrude and certain of their Affiliates are
executing and delivering (i) the lease attached hereto as
Exhibit D-1
(the
“
Oklahoma City
Lease
”) regarding the lease by SemCrude of SGLP’s office space in the
Oklahoma City operations building for its employees and equipment and (ii) the
lease attached hereto as
Exhibit D-2
(the
“
Cushing
Lease
”) regarding the lease by SemCrude of SGLP’s office space in the
interchange building, one lab building and two maintenance buildings located in
Cushing, Oklahoma for its employees and equipment.
(e)
Line Fill and Tank
Bottoms
. SemCrude is transferring to SGEP as of the Effective
Date 355,000 Barrels of crude oil owned by SemCrude and located in the pipelines
or storage tanks of the SGLP Parties as of the Effective Date (the “
Line Fill and Tank
Bottoms
”). If SemCrude does not own 355,000 Barrels of Line
Fill and Tank Bottoms as of the Effective Date, then SemCrude will transfer
Barrels located at other mutually convenient locations in order to achieve the
total of 355,000 Barrels (the “
Additional
Barrels
”). The Line Fill and Tank Bottoms and the
Additional Barrels, if any, will be transferred by SemCrude executing and
delivering the bill of sale attached as
Exhibit E
hereto (the
“
Line Fill and Tank
Bottoms Transfer Document
”), which sets forth the number of Barrels being
transferred at each location. The SGLP Parties hereby acknowledge and
agree that after the execution of this Agreement, SemCrude will continue to own
its Barrels of crude oil located in the pipelines or storage tanks of the SGLP
Parties (other than the Line Fill and Tank Bottoms and, if any, the Additional
Barrels), which Barrels will be delivered to SemCrude at its direction pursuant
to the New Throughput Agreement. The Parties will agree on the
inventory process to be utilized to determine the number of Barrels owned by
SemCrude after the Effective Date, which process shall be in accordance with
customary industry practice.
(f)
Throughput
Agreement
. SemCrude and SGLP are executing and delivering the
throughput agreement attached hereto as
Exhibit F
(the “
New Throughput
Agreement
”).
(g)
Dropdown
Items
.
(i)
SGEP and
its Affiliates are transferring to SemCrude and its Affiliates the SGLP
Outstanding Items to the SemGroup Parties by executing and delivering the
documents listed on
Exhibit G-1
hereto
(the “
SGLP Dropdown
Transfer Documents
”).
(ii)
SemCrude
and its Affiliates are transferring to SGEP and its Affiliates the SemGroup
Outstanding Items to the SGLP Parties by executing and delivering the documents
listed on
Exhibit
G-2
hereto (the “
SemGroup Dropdown Transfer
Documents
”).
(h)
Cushing Land Rights
Agreements
. SGLP, SemCrude and its respective Affiliates are
executing and delivering the deeds, easements and memoranda listed on
Exhibit H
hereto (the
“
Cushing Land Rights
Agreements
”) to evidence the Parties’ respective land rights at Cushing,
Oklahoma.
(i)
Trademark License
Agreements
. SGLP and its Affiliates are executing and
delivering the trademark license agreement attached hereto as
Exhibit I
(the “
Trademark License
Agreement
”) regarding the license of certain trademarks by the SGLP
Parties on and after the Effective Date.
(j)
Transfer of Asphalt
Transferred Assets
. SemMaterials and its Affiliates are
transferring the Asphalt Transferred Assets to SMEP and its Affiliates by
executing and delivering the documents listed on
Exhibit J
hereto (the
“
Asphalt Transfer
Documents
”).
(k)
Terminalling and Storage
Agreement
. SemMaterials and SMEP are executing and delivering
the terminalling and storage agreement attached hereto as
Exhibit K
(the “
New Terminalling
Agreement
”).
(l)
Terminal Access and Use
Agreement
. SemMaterials and SMEP are executing and delivering
the terminal access and use agreement attached hereto as
Exhibit L
(the “
New Terminal Access
Agreement
”).
(m)
Transition Services
Agreement
. SemMaterials and SMEP are executing and delivering
the transition services agreement attached hereto as
Exhibit M
(the “
SemMaterials Transition
Services Agreement
”).
1.2
SemMaterials
Transactions
. In connection with the orderly wind down of
SemGroup’s SemMaterials operations, the Parties will enter into the following
agreements:
(a)
SGLP
shall have the option (the “
SemMaterials Contracts
Option
”) to have the SemGroup Parties transfer any of their existing
subleases, storage agreements or leases with third parties relating to the
Asphalt Transferred Assets (the “
Asphalt Third Party
Contracts
”) to the SGLP Parties pursuant to the following terms and
conditions:
(i)
Promptly
after the date hereof, SGLP will notify SemMaterials if it is aware of any
Asphalt Third Party Contract that it wishes to assume and SemMaterials will
provide information as reasonably requested by SGLP with respect to any Asphalt
Third Party Contract, including whether any Asphalt Third Party Contract is
needed by the SemGroup Parties in connection with its SemMaterials wind down and
the cure and any other payments required in connection with the assumption and
assignment of each Asphalt Third Party Contract;
(ii)
To
exercise the SemMaterials Contracts Option, SGLP must promptly deliver written
notice to SemGroup of such exercise specifying each Asphalt Third Party
Contracts to be assumed no later than April 30, 2009 (the “
Contracts Option
Deadline
”). If SGLP exercises the SemMaterials Contracts
Option with respect to any Asphalt Third Party Contract, and if such Asphalt
Third Party Contract is assumed and assigned, then SGLP will be solely
responsible for any cure or other payments required in connection with the
assumption and assignment of such Asphalt Third Party Contract, regardless of
when such assumption and assignment occurs or when such payment is
due;
(iii)
Upon
receipt of written notice and payment from SGLP exercising the SemMaterials
Contracts Option, the SemGroup Parties shall promptly file a motion with the
Bankruptcy Court seeking to assume and assign all identified Asphalt Third Party
Contracts free and clear of any Liens; and
(iv)
If
SemGroup does not receive such written notice as to any Asphalt Third Party
Contract by the Contracts Option Deadline, then SGLP shall have waived its
rights to have such Asphalt Third Party Contract assigned to it and the SemGroup
Parties shall be permitted to accept or reject any Asphalt Third Party Contract
in their sole discretion.
(b)
SGLP
shall have the option (the “
SemMaterials Software
Option
”) to have the SemGroup Parties transfer any of the asphalt
front-office systems and related software licenses described on
Exhibit N
hereto (the
“
SemMaterials
Software
”), to the extent permissible, to the SGLP Parties pursuant to
the following terms and conditions:
(i)
SemMaterials
shall retain the SemMaterials Software in connection with the orderly wind down
of its operations;
(ii)
Promptly
after the date hereof, SGLP will notify SemMaterials if it is aware of any
SemMaterials Software that it wishes to assume and SemMaterials will provide
information as reasonably requested by SGLP with respect to the SemMaterials
Software, including (1) the date on which SemMaterials will no longer need to
use the SemMaterials Software (the “
Software Transfer
Date
”), (2) the cure and any other payments required in connection with
the assumption and assignment of any contracts related to the SemMaterials
Software (the “
Software Third Party
Contracts
”), and (3) the amount of any prepaid maintenance, licensing or
other costs related to the SemMaterials Software paid or to be paid by the
SemGroup Parties as of the Software Transfer Date (the “
Software Transfer
Costs
”);
(iii)
To
exercise the SemMaterials Software Option, SGLP must deliver written notice of
such exercise to SemGroup no later than April 30, 2009 (the “
Software Option
Deadline
”). If SGLP exercises the SemMaterials Software Option
with respect to any Software Third Party Contract, and if such Software Third
Party Contract is assumed and assigned, then SGLP will be solely responsible for
any cure or other payments required in connection with the assumption and
assignment of such Software Third Party Contract, regardless of when such
assumption and assignment occurs or when such payment is due;
(iv)
Upon
receipt of written notice and payment from SGLP exercising the SemMaterials
Software Option, the SemGroup Parties shall promptly file a motion with the
Bankruptcy Court seeking to assume and assign all identified Software Third
Party Contracts free and clear of any Liens; and
(v)
If SGLP
exercises the SemMaterials Software Option, then on the Software Transfer Date,
and subject to any restrictions on transfer, SemMaterials, SMEP and certain of
their Affiliates will execute and deliver the transfer agreement attached hereto
as
Exhibit O
(the “
SemMaterials
Software Transfer Agreement
”) relating to the transfer of the
SemMaterials Software to the SGLP Parties and the SGLP Parties shall pay to the
SemGroup Parties an amount equal to the Software Transfer Costs.
1.3
Employees
.
(a)
The
Parties hereby acknowledge and agree that SGLP has made offers of employment to
individuals as agreed with SemGroup.
(b)
For a
period of one (1) year following the date hereof, the SGLP Parties shall not
directly or indirectly, through any Affiliate, officer, director, stockholder,
member, partner, agent or otherwise, cause, solicit, induce or encourage any
employee of a SemGroup Party after the date hereof to leave such employment or
solicit the employment of or employ or retain as a consultant any such employee;
provided
,
however
, that the
hiring of any such employee that the Parties mutually agree can be offered
employment by the SGLP Parties and the hiring of any such employee through the
use of general advertisements in publications (including external websites)
shall be deemed not to violate this provision.
(c)
For a
period of one (1) year following the date hereof, the SemGroup Parties shall not
directly or indirectly, through any Affiliate, officer, director, stockholder,
member, partner, agent or otherwise, cause, solicit, induce or encourage any
employee of a SGLP Party after the date hereof to leave such employment or
solicit the employment of or employ or retain as a consultant any such employee;
provided
,
however
, that the
hiring of any such employee that the Parties mutually agree can be offered
employment by the SemGroup Parties and the hiring of any such employee through
the use of general advertisements in publications (including external websites)
shall be deemed not to violate this provision.
1.4
Release of
Liens
.
(a)
The SGLP
Parties will deliver the SGLP Lender Release evidencing the release of any Liens
of the SGLP Lenders on the SGLP Transferred Assets (as defined
herein). As soon as practicable after the date hereof, (i) the
SemGroup Parties will file the appropriate documents to evidence the release of
the SGLP Lenders’ Liens on the SGLP Transferred Assets and (ii) the SemGroup
Parties will file a notice of bankruptcy filing of the SemGroup Parties in the
relevant jurisdictions.
(b)
The
SemGroup Parties will deliver the SemGroup Lender Release confirming the removal
of any Liens of the SemGroup Lenders on the SemGroup Transferred Assets (as
defined herein). The SemGroup Parties will use their commercially
reasonable efforts to work with the SemGroup Lenders to take all reasonable
action to confirm the removal of any and all Liens on the SemGroup Transferred
Assets by the SemGroup Lenders. As soon as practicable after the date
hereof, (i) the SGLP Parties will file the appropriate documents to evidence the
release of the SemGroup Lenders’ Liens on the SemGroup Transferred Assets and
(ii) the SGLP Parties will file the SGLP Lender Security Documents.
ARTICLE
II
TREATMENT
OF CERTAIN CONTRACTS
IN
BANKRUPTCY PROCEEDINGS
2.1
Rejection of
Contracts
.
(a)
Pursuant
to the Final Order, the Terminalling and Storage Agreement, the Throughput
Agreement, the Omnibus Agreement, the Terminal Access and Use Agreement and the
SemGroup Guaranty (collectively, the “
Rejected Contracts
”)
shall be deemed rejected effective as of the Effective Date in accordance with
the provisions of section 365 of the Bankruptcy Code. The Parties
agree that each Party that is a party to any Rejected Contract shall be relieved
of any obligation to such other Parties as are party thereto to make any
payments, including payment on any prepetition or postpetition Claim for damages
or otherwise, under the Rejected Contracts or to otherwise perform under such
agreements for the benefit of any such other Party;
provided
that (i) the
SGLP Parties shall be entitled to payment in the Bankruptcy Cases with respect
to the Allowed Claims (as defined herein) and (ii) the SemGroup Parties will be
responsible for all amounts owing to the SGLP Parties, and the SGLP Parties will
be responsible for all amounts owing to the SemGroup Parties, under each
Rejected Contract for periods up to the date that such contract is rejected,
which amounts may be netted in accordance with the September
Order. The Parties hereby acknowledge and agree that the following
waivers apply for the period from March 1, 2009 through March 31, 2009: (1) SGLP
and its Affiliates hereby waive amounts due by SemGroup and its Affiliates under
the Terminalling and Storage Agreement, (2) SemGroup and its Affiliates hereby
waive the administrative fee due by SGLP and its Affiliates under the Omnibus
Agreement and (3) SemGroup and its Affiliates hereby waive the charges for
operational services related solely to SemMaterials due by SGLP and its
Affiliates under the Omnibus Agreement.
(b)
The
Parties acknowledge and agree that all amounts owed by any SGLP Party under the
Omnibus Agreement prior to the Filing Date shall be netted against all amounts
owed by any SemGroup Party under the Terminalling and Storage Agreement and the
Throughput Agreement for services provided prior to the Filing
Date. The Parties hereby waive any remaining positive balance owing
under the Rejected Contracts after such netting of pre-Filing Date account
balances, regardless of whether the balance is owing to the SemGroup Parties, on
the one hand, or the SGLP Parties, on the other hand.
(c)
Subject
to
Section 2.2
below, each proof of claim filed by or on behalf of any Parties hereto against
the SemGroup Parties in connection with the Rejected Contracts shall be deemed
irrevocably withdrawn, with prejudice, and to the extent applicable expunged and
all claims set forth therein disallowed in their entirety.
2.2
Allowed
Claims
. Pursuant to the Final Order, the following claims
shall be allowed as general unsecured claims in the Bankruptcy
Cases:
(a)
SMEP will
have a general unsecured claim against SemMaterials, KC Asphalt and SemGroup
(joint and several) in the amount of $35,000,000 as a result of the rejection of
the Terminalling and Storage Agreement (the “
Terminalling Agreement
Allowed Claim
”); and
(b)
SGLP and
SGEP will have a general unsecured claim against SemCrude, Eaglwing and
SemGroup (joint and several) in the amount of $20,000,000 as a result
of the rejection of the Throughput Agreement (the “
Throughput Agreement Allowed
Claim
”).
2.3
Termination of
Guaranties
. Effective as of the Effective Date, the SGLP
Guaranty and the SemGroup Guaranty (if and to the extent not deemed to be an
executory contract and rejected pursuant to
Section 2.1
hereof)
shall be deemed terminated with respect to the Parties and each Party that is a
party thereto shall be relieved of any obligation to such other Parties as are
party thereto to make any payments, including, without limitation, payment on
any prepetition or postpetition Claim for damages or otherwise, under such
terminated guaranties or to otherwise perform under such guaranties for the
benefit of any such other Party.
ARTICLE
III
MUTUAL
RELEASES
3.1
General Release of Certain
Claims by SGLP Parties
. Effective as of the execution of this
Agreement, each of the SGLP Parties, on its own behalf and on behalf of each of
its respective Affiliates, subsidiaries, members, managers, partners,
principals, parent companies, stockholders, officers, employees, creditors,
directors, agents, representatives, attorneys, successors and assigns, hereby
knowingly and voluntarily, generally, fully, unconditionally, absolutely,
finally and forever waives, releases, acquits and discharges each of the
SemGroup Parties and the SemGroup Lenders, solely in their capacity as a lender
of the SemGroup Parties (or an agent to such lender or lenders), together with
each of the SemGroup Parties’ and the SemGroup Lenders’ respective Affiliates,
subsidiaries, members, managers, partners, principals, parent companies,
stockholders, post-Filing Date financial advisors, attorneys, bankruptcy
estates, successors and assigns (collectively, the “
SemGroup Released
Parties
”), from, and covenants not to sue each of the SemGroup Released
Parties for or on, and holds each of the SemGroup Released Parties harmless
against, any and all Claims relating or attributable to, or arising out of or in
connection with, (i) the transfer of assets by the SGLP Parties pursuant to or
in connection with the Dropdown Agreements, including the SGLP Outstanding Items
(the “
SemGroup
Dropdown Assets
”), and the transactions related thereto or the ownership,
operation or maintenance of any of the SemGroup Dropdown Assets by the SemGroup
Parties and (ii) the Rejected Contracts and the transactions related thereto
(the “
Released
Contract Claims
”), including for rejection damages (collectively, the
“
Specified SGLP
Released Claims
”). Notwithstanding anything to the contrary
herein, this release shall not release or discharge (x) any Claims other than
the Specified SGLP Released Claims, (y) any Claims against any officers,
directors, employees, managers or outside accountants of any of the SemGroup
Parties or (z) any Claims relating to or arising out of this Agreement,
including those described in
Section 2.1(a)
,
2.2(a)
and
2.2(b)
, or any of the
Transaction Documents.
3.2
General Release of Certain
Claims by SemGroup Parties
. Effective as of the execution of
this Agreement, each of the SemGroup Parties, on its own behalf and on behalf of
each of its respective bankruptcy estates, Affiliates, subsidiaries, members,
managers, partners, principals, parent companies, stockholders, officers,
employees, creditors, directors, agents, representatives, attorneys, successors
and assigns, hereby knowingly and voluntarily, generally, fully,
unconditionally, absolutely, finally and forever waives, releases, acquits and
forever discharges each of the SGLP Parties and the SGLP Lenders, solely in
their capacity as a lender of the SGLP Parties (or an agent to such lender or
lenders), together with each of the SGLP Parties’ and SGLP Lenders’ respective
Affiliates, subsidiaries, members, managers, partners, principals, parent
companies, stockholders, post-Filing Date financial advisors, attorneys,
successors and assigns (collectively, the “
SGLP Released
Parties
”), from, and covenants not to sue each of the SGLP Released
Parties for or on, and holds each of the SGLP Released Parties harmless against,
any and all Claims, including, without limitation, any claims under Chapter 5 of
the Bankruptcy Code, relating or attributable to, or arising out of or in
connection with (i) the transfer of assets by the SemGroup Parties pursuant to
or in connection with the Dropdown Agreements, including the SemGroup
Outstanding Items (the “
SGLP Dropdown
Assets
”), and the transactions related thereto or the ownership,
operation or maintenance of any of the SGLP Dropdown Assets by the SGLP Parties
and (ii) the Released Contract Claims, including any Claims under Chapter 5 of
the Bankruptcy Code for payments made under the Rejected Contracts
(collectively, the “
Specified SemGroup Released
Claims
”). Notwithstanding anything to the contrary herein,
this release shall not release or discharge (x) any Claims other than the
Specified SemGroup Released Claims, (y) any Claims against any officers,
directors, employees, managers or outside accountants of any of the SGLP Parties
or (z) any Claims relating to or arising out of this Agreement, including those
described in
Section
2.1(a)
,
2.2(a)
and
2.2(b)
, or any of the
Transaction Documents.
3.3
Release of Certain Claims by
SGLP Parties
. Effective as of the execution of this Agreement,
each of the SGLP Parties, on its own behalf and on behalf of each of its
respective Affiliates, subsidiaries, members, managers, partners, principals,
parent companies, stockholders, officers, employees, creditors, directors,
agents, representatives, attorneys, successors and assigns, hereby knowingly and
voluntarily, generally, fully, unconditionally, absolutely, finally and forever
waives, releases, acquits and discharges the SemGroup Released Parties from, and
covenants not to sue each of the SemGroup Released Parties for or on, and holds
each of the SemGroup Released Parties harmless against, any and all Claims which
exist prior to or exist as of the Effective Date, against (i) the Existing
Asphalt Inventory and any proceeds thereof or (ii) the crude inventory of the
SemGroup Parties located in pipelines or storage tanks of the SGLP Parties
(other than the Line Fill and Tank Bottoms and, if any, the Additional Barrels)
and any proceeds thereof.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF SEMGROUP PARTIES
Each
SemGroup Party hereby represents and warrants, as to itself, to each SGLP Party
as of the date hereof as follows:
4.1
Organization and Good
Standing
. Each SemGroup Party is duly formed, validly existing
and in good standing under the laws of the state of its formation.
4.2
Authorization of Settlement
Agreement and Transaction Documents
. Each SemGroup Party has
the requisite corporate, partnership or limited liability company power and
authority, as applicable, to execute this Agreement and the other Transaction
Documents to which it is a party, and to consummate the Transactions
contemplated by this Agreement and the other Transaction Documents to which it
is a party. The execution and delivery by each SemGroup Party of this
Agreement and the other Transaction Documents to which it is a party and the
consummation by each SemGroup Party of the transactions contemplated by this
Agreement and the other Transaction Documents to which it is a party have been
duly authorized by all necessary corporate, partnership or limited liability
company action, as applicable, on the part of each SemGroup Party and by the
Bankruptcy Court. This Agreement and the other Transaction Documents
to which it is a party have been or will be duly executed and delivered by each
SemGroup Party, and, assuming due execution and delivery by each SGLP Party
which is a party thereto, constitute valid and binding obligations of such
SemGroup Party, enforceable against such SemGroup Party in accordance with their
respective terms, except that such enforceability may be limited by equitable
principles which may limit the availability of certain equitable remedies (such
as specific performance).
4.3
No Violation;
Consents
. The execution and delivery of this Agreement and the
consummation of the transactions contemplated by each of the SemGroup Parties
does not and will not (a) conflict with or violate the provisions of the
certificate of incorporation or bylaws, or certificate of limited partnership or
limited partnership agreement, or certificate of formation or limited liability
company agreement, as applicable, of any SemGroup Party, (b) violate any
Applicable Law and (c) violate, conflict with or result in a violation or breach
of, or constitute a default (with or without due notice or lapse of time or
both) under, or require the consent of any other party to any contract to which
any of the SemGroup Parties is a party or by which any of their assets may be
bound (other than any that are not enforceable against the SemGroup Parties by
reason of their bankruptcy filings).
4.4
Title to
Property
. The execution and delivery by the SemGroup Parties
of the SemGroup Dropdown Transfer Documents, the Line Fill and Tank Bottoms
Transfer Document and the Asphalt Transfer Documents (collectively, the “
SemGroup Transfer
Documents
”) conveys, subject to any requisite governmental filings, to
the SGLP Parties good title to, respectively, the SemGroup Outstanding Items,
the Line Fill and Tank Bottoms and the Asphalt Transferred Assets (collectively,
the “
SemGroup
Transferred Assets
”), free and clear of any and all Liens and interests
(ownership or otherwise) of any other Person, and liabilities, pursuant to
sections 105(a), 363(f) and 365 of the Bankruptcy Code and will be a legal,
valid and effective transfer of the SemGroup Transferred Assets. The
foregoing representation and warranty regarding title to the SemGroup
Transferred Assets is hereby qualified by Permitted Exceptions, if any, but such
qualification is not intended to limit the scope of paragraph 8 of the Initial
Order. Each SemGroup Party acknowledges and agrees that such SemGroup
Party forever disclaims any right, title or interest of any nature, whether
legal, equitable, beneficial, or otherwise, in any of the SemGroup Transferred
Assets and agrees that all of its respective current and future rights, title
and interests therein have been fully conveyed to the SGLP Parties without any
reservation of interest of any nature. Notwithstanding anything to
the contrary herein, this paragraph shall not be construed as providing a
warranty as to the title to the SemGroup Transferred Assets.
4.5
Brokerage
Fees
. No SemGroup Party has retained any financial advisor,
broker, agent, or finder or paid or agreed to pay any financial advisor, broker,
agent, or finder specifically on account of this Agreement or the Transactions
contemplated hereby for which any SGLP Party shall have any responsibility or
liability.
4.6
Acknowledgement of SemGroup
Parties
. Each of the SemGroup Parties acknowledges that: (i)
it has relied on its own independent investigation, and has not relied on any
information or representations furnished by the SGLP Parties or any
representative or agent thereof with respect to the Rejected Contracts or the
Dropdown Agreements or in determining whether or not to enter into this
Agreement, other than the representations set forth in this Agreement, (ii) it
has conducted its own due diligence, including a review of the Rejected
Contracts, Dropdown Agreements and Applicable Law in connection therewith, as
well as undertaken the opportunity to review information, ask questions and
receive satisfactory answers concerning the Rejected Contracts, Dropdown
Agreements and the terms and conditions of this Agreement, (iii) it possesses
the knowledge, experience and sophistication to allow it to fully evaluate and
accept the merits and risks of entering into the transactions contemplated by
this Agreement and (iv) it has made its own independent determination in light
of its economic interests to reject each of the Rejected Contracts.
4.7
Limitation of
Representations and Warranties
. THE SEMGROUP TRANSFERRED
ASSETS ARE BEING TRANSFERRED AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS,
WHERE IS AND WITH ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH
HEREIN, WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND,
EXPRESS OR IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE
SEMGROUP PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY
WITH RESPECT TO QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR
PURPOSE. EACH OF THE VARIOUS TRANSFER DOCUMENTS TO BE DELIVERED TO THE SGLP
PARTIES CONCURRENTLY HEREWITH SHALL CONTAIN A DISCLAIMER TO THIS EFFECT. THE
PARTIES AGREE THAT THIS PROVISION IS A MATERIAL PART OF THIS SETTLEMENT
AGREEMENT AND HAS BEEN BARGAINED FOR.
ARTICLE V
REPRESENTATIONS
AND WARRANTIES OF SGLP PARTIES
Each of
the SGLP Parties hereby represents and warrants, as to itself, to the SemGroup
Parties as of the date hereof as follows
:
5.1
Organization and Good
Standing
. Each SGLP Party is duly formed, validly existing and
in good standing under the laws of the state of its formation.
5.2
Authorization of Agreement
and Transaction Documents
. Each SGLP Party has the requisite
corporate, partnership or limited liability company power and authority, as
applicable, to execute this Agreement and the other Transaction Documents to
which it is a party, and to consummate the Transactions contemplated by this
Agreement and the other Transaction Documents to which it is a
party. The execution and delivery by each SGLP Party of this
Agreement and the other Transaction Documents to which it is a party and the
consummation by each SGLP Party of the transactions contemplated by this
Agreement and the other Transaction Documents to which it is a party have been
duly authorized by all necessary corporate, partnership or limited liability
company action, as applicable, on the part of such SGLP Party. This
Agreement and the other Transaction Documents to which it is a party have been
or will be duly executed and delivered by each SGLP Party and, assuming such
agreements constitute a valid and binding obligation of each SemGroup Party
which is a party thereto (and subject to any necessary approval from the
Bankruptcy Court), are valid and binding obligations of such SGLP Party
enforceable against it in accordance with its terms, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application affecting enforcement of creditors’ rights generally, and (b)
general principles of equity, regardless of whether asserted in a proceeding in
equity or at law.
5.3
No Violation;
Consents
. The execution and delivery of this Agreement and the
consummation of the transactions contemplated by each of the SGLP Parties does
not and will not (a) conflict with or violate the provisions of the certificate
of incorporation or bylaws, or certificate of limited partnership or limited
partnership agreement, or certificate of formation or limited liability company
agreement, as applicable, of any SGLP Party, (b) violate any Applicable Law and
(c) violate, conflict with or result in a violation or breach of, or constitute
a default (with or without due notice or lapse of time or both) under, or
require the consent of any other party to any contract to which any of the SGLP
Parties is a party, which consent has not been obtained as of the date hereof.
5.4
Title to
Property
. The execution and delivery by the SGLP Parties of
the SGLP Dropdown Transfer Documents, the Kansas Transfer Documents and the
SCADA Transfer Document (collectively, the “
SGLP Transfer
Documents
”) conveys, subject to any requisite governmental filings, to
the SemGroup Parties good title to, respectively, the SGLP Outstanding Items,
the KS Crude Transferred Assets and the SCADA System (collectively, the “
SGLP Transferred
Assets
”), free and clear of any and all Liens (other than Permitted
Exceptions) and interests (ownership or otherwise) of any other Person and
liabilities, and will be a legal, valid and effective transfer of the SGLP
Transferred Assets.
Each SGLP Party
acknowledges and agrees that such SGLP Party forever disclaims any right, title
or interest of any nature, whether legal, equitable, beneficial, or otherwise,
in any of the SGLP Transferred Assets and agrees that all of its respective
current and future rights, title and interests therein have been fully conveyed
to the SemGroup Parties without any reservation of interest of any
nature. Notwithstanding anything to the contrary herein, this
paragraph shall not be construed as providing a warranty as to the title to the
SGLP Transferred Assets.
5.5
Brokerage
Fees
. No SGLP Party has retained any financial advisor,
broker, agent, or finder or paid or agreed to pay any financial advisor, broker,
agent, or finder specifically on account of this Agreement or the Transactions
contemplated hereby for which any SemGroup Party shall have any responsibility
or liability.
5.6
Acknowledgement of SGLP
Parties
. Each of the SGLP Parties acknowledges that: (i) it
has relied on its own independent investigation, and has not relied on any
information or representations furnished by the SemGroup Parties or any
representative or agent thereof with respect to the Rejected Contracts or the
Dropdown Agreements or in determining whether or not to enter into this
Agreement, other than the representations set forth in this Agreement, (ii) it
has conducted its own due diligence, including a review of the Rejected
Contracts, Dropdown Agreements and Applicable Law in connection therewith, as
well as undertaken the opportunity to review information, ask questions and
receive satisfactory answers concerning the Rejected Contracts, Dropdown
Agreements and the terms and conditions of this Agreement, (iii) it possesses
the knowledge, experience and sophistication to allow it to fully evaluate and
accept the merits and risks of entering into the transactions contemplated by
this Agreement and (iv) it has made its own independent determination in light
of its economic interests to accept the amount of the Allowed Claims with
respect to the Rejected Contracts.
5.7
Limitation of
Representations and Warranties
. THE SGLP TRANSFERRED ASSETS
ARE BEING TRANSFERRED AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS, WHERE IS
AND WITH ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH HEREIN, WITHOUT
REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED,
EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE SGLP PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO
QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. EACH OF
THE VARIOUS TRANSFER DOCUMENTS TO BE DELIVERED TO THE SEMGROUP PARTIES
CONCURRENTLY HEREWITH SHALL CONTAIN A DISCLAIMER TO THIS EFFECT. THE PARTIES
AGREE THAT THIS PROVISION IS A MATERIAL PART OF THIS SETTLEMENT AGREEMENT AND
HAS BEEN BARGAINED FOR.
ARTICLE
VI
ADDITIONAL
COVENANTS
6.1
Expenses
. Except
as otherwise set forth in this Agreement, each Party shall bear its own expenses
incurred in connection with the negotiation and execution of this Agreement and
the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby, including, without limitation, obtaining the
Final Order. Except as provided in
Section 6.3
hereof,
all sales, use, transfer, filing, recordation, registration and similar Taxes
and fees arising from or associated with any particular transfer of assets under
this Agreement shall be borne by the Party who owns such transferred assets
after giving effect to the Transactions contemplated by this Agreement, to the
extent such Taxes are not discharged by the Bankruptcy Court or otherwise
relieved. If a SemGroup Party pays any such Taxes and fees that are
allocated to a SGLP Party, or a SGLP Party pays any such Taxes and fees that are
allocated to a SemGroup Party, then the SGLP Party or the SemGroup Party, as
applicable, shall reimburse promptly upon demand the SemGroup Party or the SGLP
Party, as applicable, for such documented Taxes and fees. To the
extent any ad valorem Taxes are payable on any assets transferred pursuant to
this Agreement, the Party owning such asset at the time such Tax statement is
received shall be responsible for paying such Taxes and shall be entitled to
seek reimbursement from the other Party for its allocated portion of such
Taxes. For clarification, if an asset was transferred from a SGLP
Party to a SemGroup Party on the Effective Date, then the SGLP Party would pay
the ad valorem Taxes for the fiscal year ended December 31, 2009 and would seek
reimbursement of 25% of such ad valorum Taxes from the SemGroup
Party.
6.2
Mutual
Cooperation
. On and after the date hereof, each of the Parties
agrees to use its commercially reasonable efforts to take, or cause their
respective Affiliates to take, all action to do or cause to be done, and to
assist and cooperate with each other Party in doing, all things necessary,
proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the Transactions (in each case, to the extent that the same
is within the control of such Party), including, without limitation, (i)
compliance with any Bankruptcy Court approvals, consents and orders, (ii) the
obtaining of all necessary waivers, consents and approvals from Governmental
Authorities and the making of all necessary registrations and filings and the
taking of all reasonable steps as may be necessary to obtain any approval or
waiver from, or to avoid any action or proceeding by, any Governmental
Authority, (iii) the obtaining of all necessary consents, approvals or waivers
from third parties, (iv) the transfer (to the extent transferable) of all
operating, environmental and regulatory permits associated with the SemGroup
Transferred Assets or the SGLP Transferred Assets, as applicable, and (v) the
defending of any lawsuits or any other legal proceedings whether judicial or
administrative, challenging this Agreement or the consummation of the
Transactions.
6.3
Taxes
. The
Parties acknowledge and agree that, with respect to any Taxes owed in connection
with any items transferred pursuant to the Dropdowns, the Party intended to have
ownership interests after giving effect to the transactions contemplated by the
relevant Dropdown Agreements shall be responsible for any Taxes relating to
periods or portions thereof beginning after the effective date of the relevant
Dropdown Agreement (in each case, a “
Dropdown Effective
Date
”), and the Party transferring such ownership interests shall be
responsible for any Taxes relating to periods or portions thereof ending on or
prior to the relevant Dropdown Effective Date, in each case regardless of
whether the transfer occurred as of such Dropdown Effective Date or as of the
Effective Date.
6.4
Tax
Allocation
. The Parties shall cooperate with each other in
determining, and shall agree on the date hereof on the valuation of, those SGLP
Transferred Assets and SemGroup Transferred Assets (if any) whose transfer
hereunder is subject to sales, use, or other transfer Taxes under the applicable
Laws of any jurisdiction (each, a "Taxable Asset"). The Parties
acknowledge that the SemGroup Parties intend to engage a third party evaluator
during the second quarter of 2009 to appraise all of the assets of the SemGroup
Parties, including the SGLP Transferred Assets. If the appraised
value determined by such third party evaluator for any Taxable Asset is
different than the value originally agreed to by the parties for such Taxable
Asset then, if necessary under applicable Law, the Parties agree to amend any
sales, use, or other transfer Tax return to reflect the appraised value
determined by such third party evaluator.
ARTICLE
VII
MISCELLANEOUS
7.1
Effect of this
Agreement
. This Agreement and each of the terms contained
herein have been entered into as a matter of settlement and compromise of
disputes as to matters of fact and Applicable Law. The settlement and
compromise contained herein have been entered into solely to avoid the burden,
expense, and uncertainty of litigation concerning the Parties’ respective
positions on such matters. Therefore, this Agreement shall not
constitute, or be argued or asserted by any Party to constitute, any admission
or acknowledgement of any fact or proposition of Law, of the occurrence or
nonoccurrence of any event or of any liability or lack thereof on the part of
any Party hereto. It is expressly understood and agreed that this
Agreement, and any negotiations or proceedings in connection herewith, do not
constitute and may not be construed as, or deemed to be, either evidence or an
admission or concession on the party of the SemGroup Parties or the SGLP Parties
of any merit or lack of merit whatsoever as to any claims each Party has
asserted respecting the matters expressly compromised herein. The act
of entering into or carrying out this Agreement and any negotiations or
proceedings related thereto shall not be used, offered or received into evidence
in any action or proceeding in any court, administrative agency or other
tribunal for any purpose whatsoever other than to enforce or interpret the
provisions of this Agreement;
provided
,
however
, that this
Agreement may be filed or submitted by the SemGroup Parties or the SGLP Parties
to support a claim of release, discharge or satisfaction. The
SemGroup Parties and the SGLP Parties each separately intend the settlement to
be a final and complete resolution of all disputes between them with respect to
the subject matter of this Agreement and the mutual releases
herein. Each of the Parties represents that it has not assigned or
transferred to any Person any right to recovery for any claim or potential claim
that otherwise would be released under this Agreement.
7.2
Binding Effect;
Successors
. The provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties and the respective successors and
assigns of each of the Parties, including, without limitation, any trustee
hereinafter appointed in the Bankruptcy Cases as the representative of the
estates of the SemGroup Parties, or any other representative of the SemGroup
Parties who qualifies in a case under the Bankruptcy Code or in connection with
any other state, provincial, or federal proceeding. The terms and
conditions of this Agreement shall survive:
(a)
the entry
of any subsequent Order converting any of the SemGroup Parties’ Bankruptcy Cases
from chapter 11 of the Bankruptcy Code to chapter 7 of the Bankruptcy
Code;
(b)
the
appointment of any trustee in any of the SemGroup Parties’ Bankruptcy Cases in
any ensuing chapter 7 cases under the Bankruptcy Code;
(c)
the
confirmation of a plan of reorganization for any of the SemGroup Parties under
the Bankruptcy Code;
(d)
the
dismissal of any of the SemGroup Parties’ Bankruptcy Cases or an Order
withdrawing the reference from the Bankruptcy Court;
(e)
an Order
from the Bankruptcy Court abstaining from handling any of the SemGroup Parties’
Bankruptcy Cases; or
(f)
a sale,
assignment or other disposition of all or part of the SemGroup Parties’ assets
or this Agreement to any third party and/or assignee.
7.3
Submission to
Jurisdiction
.
(a)
Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all Actions related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 7.8
;
provided
,
however
, that if a
plan of reorganization has become effective in the Bankruptcy Cases, the Parties
agree to and hereby unconditionally and irrevocably submit to the exclusive
jurisdiction of any federal or state court in United States District Court for
the Southern District of New York sitting in New York County or the Commercial
Division, Civil Branch of the Supreme Court of the State of New York sitting in
New York County and any appellate court from any thereof, for the resolution of
any such claim or dispute.
(b)
The
Parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by Applicable Law, any objection which they may now or hereafter have
to the laying of venue of any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby brought in any court
specified in paragraph (a) above, or any defense of inconvenient forum for
the maintenance of such dispute. Each of the Parties hereto agrees
that a judgment in any such dispute may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
(c)
Each of
the Parties hereto hereby consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section 7.8
;
provided
,
however
, that such
service shall not be effective until the actual receipt thereof by the Party
being served.
7.4
Waiver of Jury
Trial
. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY
MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY PROCEEDING,
DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR
ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
IN THIS AGREEMENT.
7.5
Entire
Agreement
. This Agreement, the Exhibits hereto and the other
Transaction Documents represent the entire understanding and agreement between
the Parties hereto with respect to the subject matter hereof and shall supersede
the Term Sheet;
provided
,
however
, that in the
event of any dispute, this Agreement, the Exhibits hereto and the other
Transaction Documents shall be interpreted to be consistent with the SGLP
Settlement Orders.
7.6
Amendments and
Waivers
.
(a)
This
Agreement, the Exhibits hereto and the other Transaction Documents can be
amended, supplemented or changed, and any provision hereof can be waived, only
by written instrument making specific reference to this Agreement or any
Transaction Document signed by the Party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. The Parties
hereby acknowledge and agree that, prior to the date that a plan of
reorganization has become effective in the Bankruptcy Cases, a material
amendment to this Agreement or any of the Transaction Documents requires the
approval of the Bankruptcy Court.
(b)
No action
taken pursuant to this Agreement or any Transaction Document, including any
investigation by or on behalf of any Party, shall be deemed to constitute a
waiver by the Party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any
Party hereto of a breach of any provision of this Agreement or any other
Transaction Document shall not operate or be construed as a further or
continuing waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any Party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such Party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.
7.7
Governing
Law
. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE
GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO ANY
CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY
OTHER JURISDICTION).
7.8
Notices
. All
notices and other communications under this Agreement shall be in writing and
shall be deemed duly given (i) when delivered personally or by prepaid overnight
courier, with a record of receipt, (ii) when actually received if mailed by
certified mail, return receipt requested, or (iii) the day of transmission, if
sent by facsimile or telecopy during regular business hours or the business day
after transmission, if sent after regular business hours (with a copy promptly
sent by prepaid overnight courier with record of receipt or by certified mail,
return receipt requested), to the Parties at the following addresses or telecopy
numbers (or to such other address or telecopy number as a Party may have
specified by notice given to the other Party pursuant to this
provision):
If to SemGroup
Parties
:
SemCrude,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention:
Chief Financial Officer
With a
copy to:
Weil,
Gotshal & Manges LLP
200
Crescent Court, Suite 300
Dallas,
Texas 75201
Phone: 214-746-7700
Fax: 214-746-7777
Attention: Michael
A. Saslaw, Esq.
If to SGLP
Parties
:
SemGroup
Energy Partners, L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136
Phone:
(918) 524-5500
Fax: (918)
524-5805
Attention:
Chief Financial Officer
With a
copy to:
Baker
Botts L.L.P.
2001 Ross
Avenue, Suite 700
Dallas,
Texas 75201
Phone: (214)
953-6500
Fax: (214)
953-6503
Attention:
Doug Rayburn, Esq.
7.9
Severability
. If
any term or provision of this Agreement is invalid, illegal or incapable of
being enforced by Law or public policy, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
legal and economic substance of the Transactions is not affected in any manner
materially adverse to any party. Upon such determination that any
term or provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the Transactions are consummated as originally
contemplated to the greatest extent possible.
7.10
Counterparts
. This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered (including by facsimile or electronic mail transmission),
will be deemed an original, but all of which together will constitute one and
the same instrument.
7.11
Captions
. The
captions of this Agreement are for convenience only and are not a part of this
Agreement and do not in any way limit or amplify the terms and provisions of
this Agreement and shall have no effect on its interpretation.
7.12
Interpretation
. The
words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section and Exhibit references are to this Agreement unless otherwise
specified. The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such
terms.
7.13
Third Party
Beneficiaries
. Except with respect to the releases contained
in
Article III
of
this Agreement, this Agreement shall be solely for the benefit of the Parties
hereto and no other Person shall be a third party beneficiary hereof.
IN
WITNESS WHEREOF, each of the parties have executed and delivered this Agreement
as of the date first set forth above to be effective as of the Effective
Date.
SEMGROUP,
L.P.
By:
SemGroup G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMMANAGEMENT,
L.L.C.
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMOPERATING
G.P., L.L.C.
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMMATERIALS,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SIGNATURE
PAGE TO MASTER AGREEMENT
K.C.
ASPHALT, L.L.C.
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMCRUDE,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
EAGLWING,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMGROUP
HOLDINGS, L.P.
By:
SemGroup Holdings G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMGROUP
ENERGY PARTNERS, L.P.
By:
SemGroup Energy Partners G.P., L.L.C.,
its
general partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
ENERGY PARTNERS G.P., L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
ENERGY PARTNERS OPERATING, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
CRUDE STORAGE, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SIGNATURE
PAGE TO MASTER AGREEMENT
SEMPIPE
G.P., L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMPIPE,
L.P.
By: SemPipe
G.P., L.L.C.,
its
general partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SGLP
MANAGEMENT, INC.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SIGNATURE
PAGE TO MASTER AGREEMENT
APPENDIX
A
DEFINED
TERMS
“
Affiliate
” (and, with
a correlative meaning “
affiliated
”) means,
with respect to any Person, any direct or indirect subsidiary of such Person,
and any other Person that directly, or through one or more intermediaries,
controls or is controlled by or is under common control with such first
Person. As used in this definition, “
control
” (including
with correlative meanings, “
controlled by
” and
“
under common control
with
”) means possession, directly or indirectly, of power to direct or
cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise). For purposes of this Agreement, (i) no SGLP Party shall
be considered an Affiliate of any SemGroup Party and (ii) no SemGroup Party
shall be considered an Affiliate of any SGLP Party.
“
Allowed Claims
”
means, collectively, the Terminalling Agreement Allowed Claim and the Throughput
Agreement Allowed Claim.
“
Applicable Law
”
means, with respect to any Person, any Law applicable to such Person or its
business, properties or assets.
“
Asphalt Transferred
Assets
” means all of the SemGroup Parties’ assets that are connected to,
adjacent to, or otherwise contiguous with the SGLP Parties’ liquid asphalt
cement facilities, including, without limitation, all asphalt cement and
residual fuel oil storage tanks, related equipment and associated easement and
leasehold land rights;
provided
,
however
that the
Asphalt Transferred Asphalts shall not include the Existing Asphalt
Inventory.
“
Bankruptcy Cases
”
means (i) the chapter 11 cases commenced by SemGroup and certain of its direct
and indirect subsidiaries (other than SemGroup Holdings) on July 22, 2008,
jointly administered under Case No. 08-11525 (BLS) and (ii) the chapter 11 case
commenced by SemGroup Holdings on October 22, 2008 under Case No. 08-12504
(BLS).
“
Bankruptcy Code
”
means title 11 of the United States Code, as amended.
“
Bankruptcy Court
”
means the United States Bankruptcy Court for the District of Delaware or any
other court having jurisdiction over the Bankruptcy Cases from time to
time.
“
Barrel
” means
forty-two (42) Gallons.
“
Claims
” shall mean
claims, counterclaims, liabilities, demands, agreements, contracts, covenants,
suits, actions, causes of action, obligations, controversies, compensation,
losses, costs, expenses, attorneys’ fees, damages, judgments, orders and
liabilities of whatever kind, type, nature, character or description, in law,
equity or otherwise, whether now known or unknown, whether or not asserted,
whether in contract or in tort, or any other potential claims of any nature,
kind or description, including, but not limited to, any right to contribution,
lender liability, usury, course of dealing, counterclaim or set off, whether or
not made by or payable to a third party, inchoate or choate, contingent or
vested, liquidated or unliquidated, suspected or unsuspected, and whether or not
sealed or hidden, including, but not limited to, any and all claims as defined
in section 101(5) of the Bankruptcy Code.
“
Dropdown Agreements
”
mean, collectively, (i) the Contribution, Conveyance, Assignment and Assumption
Agreement, dated as of May 23, 2007, by and among SemCrude, SemGroup,
SemOperating, SemPipe GP and SGEP, (ii) the Closing Contribution, Conveyance,
Assignment and Assumption Agreement, dated as of July 20, 2007, by and among
SGLP, SGLP GP, SGLP Operating, SemGroup Holdings, SemCrude and SemGroup, (iii)
the Purchase and Sale Agreement, dated as of January 14, 2008, by and between
SemMaterials and SGLP Operating, (iv) the Contribution Agreement, dated as of
January 28, 2008, by and among SemMaterials, KC Asphalt and SMEP, (v) the
Purchase and Sale Agreement, dated as of May 12, 2008, by and between SemCrude
and SGEP, (vi) the Contribution Agreement, dated as of May 30, 2008, by and
between SemCrude and SGLP Crude Storage and (vii) the Purchase and Sale
Agreement, dated as of May 20, 2008, by and between SemCrude and
SGEP.
“
Dropdowns
” mean the
following transfers from the SemGroup Parties to the SGLP Parties: (i) the
contribution of certain crude oil assets on July 20, 2007, (ii) the sale of
liquid asphalt assets on February 20, 2008, (iii) the sale of the Eagle North
Pipeline System on May 12, 2008 and (iv) the sale of additional crude oil assets
on May 30, 2008.
“
Existing Asphalt
Inventory
” means any asphalt cement, residual fuel oil or other product
or inventory of the SemGroup Parties that is stored in the Asphalt Transferred
Assets or in the SGLP Parties’ liquid asphalt cement facilities as of the
Effective Date.
“
Filing Date
” means
July 22, 2008.
“
Final Order
” means a
final and non-appealable order of the Bankruptcy Court approving this Agreement
and the consummation of the Transactions, in form and substance identical in all
material respects to the form of the order attached hereto as
Exhibit
P
.
“
Gallon
” means a U.S.
gallon of 231 cubic inches corrected to 60 degrees Fahrenheit.
“
Governmental
Authority
” means any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
any governmental authority, agency, department, board, commission or
instrumentality of the United States, including, without limitation, the IRS,
any state of the United States or any political subdivision thereof, and any
tribunal, court or arbitrator(s) of competent jurisdiction, and shall include
the Bankruptcy Court.
“
Initial Order
” means
the order of the Bankruptcy Court approving a compromise and settlement
agreement with SGLP dated March 19, 2009.
“
IRS
” means the United
States Internal Revenue Service.
“
Kansas Pipeline
”
means the SemCrude pipeline in Kansas and Northern Oklahoma reflected in
Exhibit Q
attached
hereof.
“
KC Crude Transferred
Assets
” means the storage tanks, related equipment and associated
easement and leasehold land rights owned by the SGLP Parties that are connected
to, adjacent to, or otherwise contiguous with the Kansas Pipeline;
provided
,
however
that the KC
Crude Transferred Assets do not include (i) the truck unloading equipment and
related assets of the SGLP Parties or (ii) any storage tanks, related equipment
and associated easement and leasehold land rights owned by the SGLP Parties at
Cushing, Oklahoma.
“
Law
” means any U.S.
or foreign federal, state or local law (including common law), statute, code,
ordinance, Order, rule, regulation or other requirement enacted, promulgated,
issued or entered by a Governmental Authority.
“
Lien
” means (i) any
and all liens, pledges, mortgages, deeds of trust, security interests, leases,
subleases, charges, options, rights of first refusal or negotiation, easements,
servitudes, transfer restrictions under any shareholder or similar agreement and
other encumbrances of any kind or nature, including any and all liens as defined
in section 101(37) of the Bankruptcy Code and (ii) any and all
Claims.
“
Omnibus Agreement
”
means the Amended and Restated Omnibus Agreement, dated as of February 20, 2008
(as amended from time to time), by and among SemGroup, SemManagement,
SemMaterials, SGLP, SGLP GP and SMEP.
“
Order
” means any
order, injunction, judgment, decree, ruling, writ, finding, assessment or
arbitration award.
“
Permitted Exceptions
”
means: (i) statutory rights to assert carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like liens imposed by Law, arising in the
ordinary course of business and securing obligations that are not yet due and
payable or are being contested in good faith and (ii) minor irregularities in
title, boundaries, or other survey defects, easements, leases, restrictions,
servitudes, permits, reservations, exceptions, zoning restrictions,
rights-of-way, conditions, covenants, and rights of others in any property for
streets, roads, bridges, railroads, electric transmission and distribution
lines, telegraph and telephone lines, flood control, water rights, rights of
others with respect to navigable waters, sewage and drainage rights existing as
of the date hereof and other similar charges or encumbrances, in each case that
do not adversely interfere with the occupation, use and enjoyment of the assets
as they are currently being used as of the date hereof.
“
Person
” or “
person
” means and
includes natural persons, corporations, limited partnerships, limited liability
companies, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and all
Governmental Authorities.
“
SCADA System
” means
the software and hardware related to the operation of the crude oil pipelines,
storage tanks and related equipment.
“
SemGroup Agent
” means
Bank of America, N.A., as administrative agent under the SemGroup Pre-Petition
Credit Agreement and the SemGroup DIP Credit Agreement.
“
SemGroup DIP Credit
Agreement
” means that certain Debtor-in-Possession Credit Agreement,
dated as of August 8, 2008, among SemCrude as Borrower and as Debtor and
Debtor-in-Possession, SemGroup as a Guarantor and as Debtor and
Debtor-in-Possession, SemOperating as a Guarantor and as Debtor and
Debtor-in-Possession, Bank of America, N.A., as Administrative Agent and L/C
Issuer, and the other lenders party thereto from time to time, as the same has
been or may hereafter be amended, restated, supplemented or otherwise modified
from time to time.
“
SemGroup Guaranty
”
means the Guaranty, dated as of February 20, 2008, of SemGroup in favor of
SMEP.
“
SemGroup Lender
Release
” means the release attached hereto as
Exhibit R
, pursuant
to which the SemGroup Agent confirms the removal of the Liens of the SemGroup
Lenders on the SemGroup Transferred Assets.
“
SemGroup Lender Security
Documents
” means the documents reasonably requested by the SemGroup
Lenders to evidence their security interest in the SGLP Transferred Assets,
which may include mortgages, deeds of trust or UCC financing
statements.
“
SemGroup Lenders
”
means (i) the financial institutions party (whether as a lender, letter of
credit issuer or an agent) to the SemGroup Pre-Petition Credit Agreement and
(ii) the financial institutions party (whether as a lender, letter of credit
issuer or an agent) to SemGroup DIP Credit Agreement.
“
SemGroup Outstanding
Items
” means the items set forth on Schedule 2 to the Term
Sheet.
“
SemGroup Pre-Petition Credit
Agreement
” means that certain Amended and Restated Credit Agreement,
dated as of October 18, 2005, among SemCrude, as US Borrower, SemCams ULC
(formerly known as SemCams Midstream Company), as Canadian Borrower, certain
affiliates thereof, the lenders party thereto from time to time, Bank of
America, N.A., as Administrative Agent, and the other parties thereto, as the
same has been or may hereafter be amended, restated, supplemented or otherwise
modified from time to time.
“
September Order
”
means the agreed order approved by the Bankruptcy Court on September 8, 2008
with respect to SGLP’s motion seeking adequate protection and modification of
the stay filed on August 15, 2008.
“
SGLP Guaranty
” means
the Guaranty dated as of February 20, 2008, of SGLP in favor of
SemMaterials.
“
SGLP Lender Release
”
means the release attached hereto as
Exhibit S
, pursuant
to which the SGLP Lenders, among other things, (i) consent to the Transactions
and (ii) release their security interests in the SGLP Transferred
Assets.
“
SGLP Lender Security
Documents
” means the documents reasonably requested by the SGLP Lenders
to evidence their security interest in the SemGroup Transferred Assets, which
may include mortgages, deeds of trust or UCC financing statements.
“
SGLP Lenders
” means
the financial institutions party (whether as a lender, letter of credit issuer
or an agent) to the Credit Agreement dated as of July 20, 2007, by and among,
inter alia
, SGLP and
Wachovia Bank, N.A. as administrative agent, as the same has been or may
hereafter be amended, restated, supplemented or otherwise modified from time to
time.
“
SGLP Outstanding
Items
” means the items set forth on Schedule 2 to the Term
Sheet.
“
SGLP Settlement
Orders
” means (i) the Initial Order and (ii) the Final
Order.
“
Tax
” or “
Taxes
” means (i) all
federal, state, local or foreign taxes, charges, imposts, levies or other like
assessments, including all net income, gross receipts, capital, sales, use, ad
valorem, value added, transfer, franchise, profits, inventory, capital stock,
license, withholding, payroll, employment, social security, unemployment,
excise, severance, stamp, occupation, property and estimated taxes, customs
duties, assessments and charges of any kind whatsoever, and (ii) all interest,
penalties, fines, additions to tax or additional amounts imposed by any Taxing
Authority in connection with any item described in clause (i).
“
Taxing Authority
”
means any Governmental Authority responsible for the administration of any
Tax.
“
Terminal Access and Use
Agreement
” means the Terminal Access and Use Agreement, dated as of
January 28, 2008 (as amended from time to time), by and among SemMaterials, KC
Asphalt and SMEP.
“
Terminalling and Storage
Agreement
” means the Terminalling and Storage Agreement, dated as of
February 20, 2008 (as amended from time to time), by and between SemMaterials
and SMEP.
“
Throughput Agreement
”
means the Throughput Agreement, dated as of July 20, 2007 (as amended from time
to time), by and among SGLP, SGEP, SemCrude, SemGroup and Eaglwing.
“
Transaction
Documents
” means this Agreement, the Kansas Transfer Documents, the
Shared Services Agreement, the SCADA Transfer Document, the Oklahoma City Lease,
the Cushing Lease, the Line Fill and Tank Bottoms Transfer Document, the New
Throughput Agreement, the SGLP Dropdown Transfer Documents, the SemGroup
Dropdown Transfer Documents, the Cushing Land Rights Agreements, the Trademark
License Agreement, the Asphalt Transfer Documents, the New Terminalling
Agreement, the New Terminal Access Agreement, the SemMaterials Transition
Services Agreement and the SemMaterials Software Transfer Agreement, and all
other instruments delivered by the Parties on the date hereof or intended or
required to be delivered then or thereafter in accordance with this
Agreement.
Terms Defined Elsewhere in
this Agreement
. For purposes of this Agreement, the following
terms have meanings set forth in the sections indicated.
Term
|
Section
|
|
|
Additional
Barrels
|
1.1(e)
|
Agreement
|
Preamble
|
Asphalt
Third Party Contracts
|
1.2(a)
|
Asphalt
Transfer Documents
|
1.1(j)
|
Contracts
Option Deadline
|
1.2(a)(ii)
|
Crude
Storage
|
Preamble
|
Cushing
Land Rights Agreements
|
1.1(h)
|
Cushing
Lease
|
1.1(d)
|
Dropdown
Effective Date
|
6.3
|
Eaglwing
|
Preamble
|
Effective
Date
|
Preamble
|
Kansas
Transfer Documents
|
1.1(a)
|
KC
Asphalt
|
Preamble
|
Line
Fill and Tank Bottoms
|
1.1(e)
|
Line
Fill and Tank Bottoms Transfer Document
|
1.1(e)
|
New
Terminal Access Agreement
|
1.1(l)
|
New
Terminalling Agreement
|
1.1(k)
|
New
Throughput Agreement
|
1.1(f)
|
Oklahoma
City Lease
|
1.1(d)
|
Party
/ Parties
|
Preamble
|
Rejected
Contracts
|
2.1(a)
|
Released
Contract Claims
|
3.1
|
SCADA
Transfer Document
|
1.1(c)
|
SemCrude
|
Preamble
|
SemGroup
|
Preamble
|
SemGroup
Dropdown Assets
|
3.1
|
SemGroup
Dropdown Transfer Documents
|
1.1(g)(ii)
|
SemGroup
Holdings
|
Preamble
|
SemGroup
Parties
|
Preamble
|
SemGroup
Released Parties
|
3.1
|
SemGroup
Transferred Assets
|
4.4
|
SemGroup
Transfer Documents
|
4.4
|
SemManagement
|
Preamble
|
SemMaterials
|
Preamble
|
SemMaterials
Contracts Option
|
1.2(a)
|
SemMaterials
Software
|
1.2(b)
|
SemMaterials
Software Option
|
1.2(b)
|
SemMaterials
Software Transfer Agreement
|
1.2(b)(v)
|
SemMaterials
Transition Services Agreement
|
1.1(m)
|
SemOperating
|
Preamble
|
SemPipe
|
Preamble
|
SGEP
|
Preamble
|
SGLP
|
Preamble
|
SGLP
Dropdown Assets
|
3.2
|
SGLP
Dropdown Transfer Documents
|
1.1(g)(i)
|
SGLP
GP
|
Preamble
|
SGLP
Operating
|
Preamble
|
SGLP
Parties
|
Preamble
|
SGLP
Released Parties
|
3.2
|
SGLP
Transferred Assets
|
5.4
|
SGLP
Transfer Documents
|
5.4
|
Shared
Services Agreement
|
1.1(b)
|
SMEP
|
Preamble
|
Software
Option Deadline
|
1.2(b)(iii)
|
Software
Third Party Contracts
|
1.2(b)(ii)
|
Software
Transfer Costs
|
1.2(b)(ii)
|
Software
Transfer Date
|
1.2(b)(ii)
|
Specified
SemGroup Released Claims
|
3.2
|
Specified
SGLP Released Claims
|
3.1
|
Term
Sheet
|
Recitals
|
Terminalling
Agreement Allowed Claim
|
2.2(a)
|
Throughput
Agreement Allowed Claim
|
2.2(b)
|
Trademark
License Agreement
|
1.1(i)
|
Transactions
|
Recitals
|
EXHIBIT
A
KANSAS
TRANSFER DOCUMENTS
·
|
Willow
Glen, Alfalfa County, OK
|
▪
|
Notice
of Bankruptcy Filing
|
▪
|
Truck
Access Agreement
*
|
·
|
West
Ponca Station, Kay County, OK
|
▪
|
Notice
of Bankruptcy Filing
|
▪
|
Truck
Access Agreement
*
|
·
|
Stafford
Office, Stafford County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Greenwood
County Ground Bed Easement, Greenwood County,
KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Harvey
County Ground Bed Easement, Harvey County,
KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Pawnee
County Ground Bed Easement, Pawnee County,
KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Reno
County Ground Bed Easement, Reno County,
KS
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Stafford
County Ground Bed Easement, Stafford County,
KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
1
SemCrude grants rights
to SGEP under this agreement.
EXHIBIT
B
SHARED
SERVICES AGREEMENT
See
attached.
[See
Exhibit 10.2 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
C
SCADA
TRANSFER DOCUMENT
See
attached.
BILL OF
SALE AND
ASSIGNMENT
AND ASSUMPTION AGREEMENT
THIS BILL
OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “
Agreement
”), dated as
of April 7, 2009 but effective as of 11:59 pm CDT March 31, 2009 (the “
Effective Date
”), is
made, executed and delivered pursuant to that certain Master Agreement (as
defined herein) by and between SemGroup Energy Partners, L.L.C. (“
SELP
”) and SemCrude,
L.P. (“
SemCrude
” and
together with SELP, the “
Parties
” and each
individually, a “
Party
”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Master Agreement, dated as of the date hereof but effective as of
the Effective Date (the “
Master Agreement
”),
by and among,
inter
alia
, SemGroup Energy Partners, L.P. (“
SGLP
”) and
SemCrude.
RECITALS
WHEREAS,
on March 12, 2009, the Bankruptcy Court approved the terms of a global
settlement among SGLP and SemCrude, among others, contained in that certain Term
Sheet and authorized, among other things, SELP to transfer to SemCrude (i) the
software, hardware and related equipment relating to the primary and secondary
SCADA control room systems (“
SCADA System
”)
located within the office buildings owned by the SELP in Cushing, Oklahoma and
Oklahoma City, Oklahoma and in the offices of American Automation, Inc., located
at 4592 E. 480, Pryor, Oklahoma, 74362 (collectively, “
SCADA Locations
”) and
(ii) the SCADA System-related radio tower located at Cunningham Station (Kingman
County, KS) (“
Radio
Tower
” and together with the SCADA System, the “
Transferred SCADA
Assets
”), as more specifically listed on
Exhibit A
attached
hereto, by executing and delivering this Agreement;
WHEREAS,
except for the Radio Tower, the Transferred SCADA Assets do not include any
software, hardware or related equipment owned by SELP and relating to the SCADA
System that is located anywhere other than within the SCADA Locations (the
“
Non-Transferred SCADA
Assets
”) and the Parties acknowledge and agree that the Non-Transferred
SCADA Assets are not being transferred hereunder and SELP retains all rights,
title and interest to the Non-Transferred SCADA Assets, including to any SCADA
System related hardware or equipment not located within the SCADA Locations on
storage tanks, pipelines or truck facilities owned by SELP and its Affiliates
located in Cushing, Oklahoma, Oklahoma City, Oklahoma or Pryor,
Oklahoma;
WHEREAS,
the Parties acknowledge and agree that Exhibit A and the fixed asset records
relating to the Transferred SCADA Assets contained therein do not clearly
identify each of the Transferred SCADA Assets and that
Exhibit A
may be
incomplete or inaccurate; and
WHEREAS,
SELP desires to transfer to SemCrude the Transferred SCADA Assets upon the terms
and conditions set forth herein and in the Master Agreement.
NOW,
THEREFORE, in consideration of the promises, covenants and agreements contained
herein and in the Master Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged and accepted), the
Parties do hereby agree as follows:
SECTION
1.
Transfer of
Assets
. SELP does hereby transfer and assign to SemCrude
forever, and SemCrude hereby purchases and acquires from SELP, all of SELP’s
right, title and interest, in, to and under the Transferred SCADA
Assets.
SECTION
2.
Liabilities and
Obligations
. As of the Effective Date, SemCrude does hereby
assume and thereafter in due course will pay and fully satisfy any liabilities
associated with the Transferred SCADA Assets in accordance with the terms of the
Master Agreement.
SECTION
3.
Further
Assurances
. From and after the Effective Date, the Parties
agree to execute such further instruments or documents as reasonably requested
by the other Party from time to time in order to confirm or carry out the
transactions contemplated by this Agreement including transferring to SemCrude
any assets not listed on
Exhibit A
that are
later determined to constitute Transferred SCADA Assets or transferring to SELP
any assets listed on
Exhibit A
that are
later determined not to constitute part of the Transferred SCADA Assets;
provided
,
however
, that no such
instrument or document shall increase SELP’s liability beyond that contemplated
hereby and in the Master Agreement.
SECTION
4.
No
Warranty
. THE TRANSFERRED SCADA ASSETS ARE BEING TRANSFERRED
AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS, WHERE IS AND WITH ALL FAULTS”
AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT, WITHOUT
REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED,
EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELP, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO QUALITY,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE
SECTION
5.
Severability
. If
any provision of this Agreement or the application of any such provision to any
person or circumstance shall be held invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof.
SECTION
6.
Conflicts with Master
Agreement
. Nothing in this Agreement, express or implied, is
intended to, or shall be construed to, expand or vary in any way the terms of
the Master Agreement. To the extent there is any difference between
this Agreement and the Master Agreement, the Master Agreement shall
govern.
SECTION
7.
Governing
Law
. This Agreement shall be governed by the laws of the State
of New York, without regard to its principles of conflict of laws.
SECTION 8.
Counterparts
. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same agreement.
[The
remainder of this page intentionally left blank.]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as
of the day and year first written above.
SEMGROUP
ENERGY PARTNERS, L.L.C.
By:
Name:
Alex G.
Stallings
Title:
Chief Financial Officer and
Secretary
SEMCRUDE,
L.P.
By: SemOperating
G.P., L.L.C.,
its general partner
By:
Name:
Terrence
Ronan
Title:
President &
CEO
[SIGNATURE
PAGE TO BILL OF SALE]
EXHIBIT A
TO SCADA BILL OF SALE
Transferred
SCADA Assets
1.
|
Radio
tower related to the SCADA System located at Cunningham Station in Kingman
County, Kansas.
|
2.
|
The
following assets located in the offices of American Automation, Inc. at
4592 E. 480, Pryor, Oklahoma,
74362L:
|
a.
|
Stratos
Satellite System; and
|
b.
|
Two
(2) computers, including related peripherals and software, related to the
Stratos Satellite System.
|
EXHIBIT
D-1
OKLAHOMA
CITY LEASE
See
attached.
[See
Exhibit 10.10 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
D-2
CUSHING
LEASE
See
attached.
[See
Exhibit 10.11 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
E
LINE
FILL AND TANKS BOTTOMS TRANSFER DOCUMENT
See
attached.
BILL OF
SALE AND
ASSIGNMENT
AND ASSUMPTION AGREEMENT
THIS BILL
OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “
Agreement
”), dated as
of April 7, 2009 but effective as of 11:59 pm CDT March 31, 2009 (the “
Effective Date
”), is
made, executed and delivered pursuant to that certain Master Agreement (as
defined herein) by and between SemCrude, L.P., a Delaware limited partnership
(“
SemCrude
”)
and SemGroup Energy Partners, L.L.C., a Delaware limited liability company
(“
SELP
” and
together with SemCrude, the “
Parties
” and each
individually, a “
Party
”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Master Agreement, dated as of the date hereof but effective as of
the Effective Date (the “
Master Agreement
”),
by and among,
inter
alia
, SELP and SemCrude.
RECITALS
WHEREAS,
on March 12, 2009, the Bankruptcy Court approved the terms of a global
settlement among SELP and SemCrude, among others, contained in that certain Term
Sheet and authorized, among other things, SemCrude to transfer to SELP 355,000
Barrels of crude oil owned by SemCrude contained in the pipelines and storage
tanks of the SGLP Parties;
WHEREAS,
SemCrude has determined and confirmed in writing to SELP the gross and net
Barrels to be transferred to SELP at the locations and in the corresponding
volumes as described in
Exhibit A
attached
hereto (the “
Line Fill
and Tank Bottoms
”); and
WHEREAS,
in addition to the Line Fill and Tank Bottoms, SemCrude has desires to transfer
6.85 Barrels from the Area 7 Abilene Truck Tanks (the “
Additional Barrels
”)
to SELP.
NOW,
THEREFORE, in consideration of the promises, covenants and agreements contained
herein and in the Master Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged and accepted), the
Parties do hereby agree as follows:
SECTION
1.
Transfer of
Assets
. SemCrude does hereby transfer and assign to SELP
forever, and SELP hereby purchases and acquires from SemCrude, all of SemCrude’s
right, title and interest, in, to and under the Line Fill and Tank Bottoms and
Additional Barrels.
SECTION
2.
Liabilities and
Obligations
. As of the Effective Date, SELP does hereby assume
and thereafter in due course will pay and fully satisfy any liabilities
associated with the Line Fill and Tank Bottoms and Additional Barrels in
accordance with the terms of the Master Agreement.
SECTION
3.
Further
Assurances
. From and after the Effective Date, the Parties
agree to execute such further instruments or documents as reasonably requested
by the other Party from time to time in order to confirm or carry out the
transactions contemplated by this Agreement;
provided
,
however
, that no such
instrument or document shall increase SemCrude’s liability beyond that
contemplated hereby and in the Master Agreement.
SECTION
4.
No
Warranty
. THE LINE FILL AND TANKS BOTTOMS AND ADDITIONAL
BARRELS ARE BEING TRANSFERRED AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS,
WHERE IS AND WITH ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THE
MASTER AGREEMENT, WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY
KIND, EXPRESS OR IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED
BY SEMCRUDE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH
RESPECT TO QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR
PURPOSE
SECTION
5.
Severability
. If
any provision of this Agreement or the application of any such provision to any
person or circumstance shall be held invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof.
SECTION
6.
Conflicts with Master
Agreement
. Nothing in this Agreement, express or implied, is
intended to, or shall be construed to, expand or vary in any way the terms of
the Master Agreement. To the extent there is any difference between
this Agreement and the Master Agreement, the Master Agreement shall
govern.
SECTION
7.
Governing
Law
. This Agreement shall be governed by the laws of the State
of New York, without regard to its principles of conflict of laws.
SECTION 8.
Counterparts
. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same agreement.
[The
remainder of this page intentionally left blank.]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as
of the day and year first written above.
SEMGROUP
ENERGY PARTNERS, L.L.C.
By:
Name:
Alex G.
Stallings
Title:
Chief Financial Officer and
Secretary
SEMCRUDE,
L.P.
By: SemOperating
G.P., L.L.C.,
its general partner
By:
Name:
Terrence
Ronan
Title:
President &
CEO
[SIGNATURE
PAGE TO BILL OF SALE]
EXHIBIT A
TO LINE FILL AND TANK BOTTOMS TRANSFER DOCUMENT
Locations
and Volumes of Barrels
See
attached.
EXHIBIT
F
NEW
THROUGHPUT AGREEMENT
See
attached.
[See
Exhibit 10.6 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
G-1
SGLP
DROPDOWN TRANSFER DOCUMENTS
(from
SGEP to SemCrude)
·
|
Bill
of Sale, effective as of March 31, 2009, transferring to SemCrude all of
the personal property included in the SGLP Outstanding Items and the KS
Crude Transferred Assets.
|
·
|
Whelan
Station, Barber County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Boyer
Truck Station, Butler County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
El
Dorado Station, Butler County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Cunningham
Station, Kingman County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Burkett
Truck Station, Greenwood County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Burkett
Pump Station, Greenwood County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Dickinson
Station, Greenwood County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Fleming
Station, Harper County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Burrton
Station, Harvey County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Hanston
Station, Hodgeman County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Riverside
Station, Ness County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Heinson
SWD, Meade County, KS
|
·
|
Craver
SWD, Morton County, KS
|
·
|
Larned
Office, Pawnee County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Lyons
Station, Rice County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Andale
Pump Station, Sedgwick County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Hudson
Station, Stafford County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Wellington
Pump Station, Sumner County, KS
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
El
Reno Truck Station, Canadian County,
OK
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Goldsby
Truck Station, McClain County, OK
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Garber
Station, Garfield County, OK
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Fiske
Tanks, Kay County, OK
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Fiske
Pump Station, Kay County, OK
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Newkirk
Station, Kay County, OK
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Billings
Station, Noble County, OK
|
▪
|
Partial
Release of Mortgage
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Oklahoma
City Truck Station, Oklahoma County,
OK
|
·
|
Hawkins
Trans-Montaine Station, Wood County,
TX
|
·
|
Taylor
Station, Wood County, TX
|
▪
|
Notice
of Bankruptcy Filing
|
·
|
Baby
#1, Eddy County, NM
|
·
|
Cushing,
Payne County, OK
|
EXHIBIT
G-2
SEMGROUP
DROPDOWN TRANSFER DOCUMENTS
(from
SemGroup to SGEP)
·
|
Bill
of Sale, effective as of March 31, 2009, transferring to SGEP all of the
personal property located on the sites listed on
Exhibit A
attached thereto.
|
·
|
Whelan
Station, Barber County, KS
|
·
|
Boyer
Truck Station, Butler County, KS
|
·
|
Cunningham
Station, Kingman County, KS
|
·
|
Burkett
Truck Station, Greenwood County, KS
|
·
|
Fleming
Station, Harper County, KS
|
·
|
Hanston
Station, Hodgeman County, KS
|
·
|
Riverside
Station, Ness County, KS
|
·
|
Lyons
Station, Rice County, KS
|
·
|
Hudson
Station, Stafford County, KS
|
·
|
Garber
Station, Garfield County, OK
|
·
|
Newkirk
Station, Kay County, OK
|
·
|
Cushing,
Payne County, OK
|
▪
|
Partial
Release of Lien
|
▪
|
First
Amendment to Mortgage
|
EXHIBIT
H
CUSHING
LAND RIGHTS AGREEMENTS
·
|
Mutual
Easement Agreement, effective as of March 31, 2009, by and among SemCrude,
SGEP and Crude Storage.
|
·
|
Pipeline
Easement Agreement, effective as of March 31, 2009, by and among White
Cliffs Pipeline, L.L.C., SGEP and Crude
Storage.
|
EXHIBIT
I
TRADEMARK
LICENSE AGREEMENT
See
attached.
[See
Exhibit 10.9 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
J
ASPHALT
TRANSFER ASSETS DOCUMENTS
·
|
Contribution,
Conveyance, Assignment and Assumption Agreement, effective as of March 31,
2009, by and among SemMaterials, KC Asphalt, SGLP Asphalt, L.L.C. and
SMEP.
|
·
|
Membership
Interest Transfer Agreement, effective as of March 31, 2009, by and
between SemMaterials and SMEP.
|
·
|
Little
Rock Terminal, Pulaski County, AK
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Fontana
Terminal, San Bernadino County, CA
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Denver-C
Terminal, Adams County, CO
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Denver-K
Terminal, Adams County, CO
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Grand
Junction Terminal, Mesa County, CO
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Pueblo
Terminal, Pueblo County, CO
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Garden
City Terminal, Chatham County, GA
|
▪
|
Termination
and Release of Easement
|
·
|
Boise
Terminal, Ada County, ID
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Chicago
Marine Terminal, Cook County, IL
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Pekin
Terminal, Peoria County, IL
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Warsaw
Terminal, Kosciusko, IN
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Dodge
City Terminal, Ford County, KS
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
El
Dorado Terminal, Butler County, KS
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
·
|
Halstead
Terminal, Harvey County, KS
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Salina
Terminal, Saline County, KS
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Bay
City Terminal, Bay County, MI
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
New
Madrid Terminal, New Madrid County,
MO
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Sedalia
Terminal, Pettis County, MO
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
St.
Louis Terminal, City of St. Louis County,
MO
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Billings
Terminal, Yellowstone County, MT
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Grand
Island Terminal, Hall County, NE
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Las
Vegas Terminal, Clark County, NV
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Gloucester
Terminal, Camden, NJ
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Morehead
Terminal, Carteret, NC
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Columbus
Terminal, Franklin County, OH
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Ardmore
Terminal, Carter County, OK
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold Interest (Bacon
Inc.)
|
▪
|
Assignment
and Assumption of Leasehold Interest (OG
Bacon)
|
▪
|
First
Amendment to Mortgage
|
·
|
Catoosa
(Koch) Terminal, Rogers County, OK
|
▪
|
Partial
Release of Lien (2008)
|
▪
|
Partial
Release of Lien (2009)
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Catoosa
(Port 33) Terminal, Rogers County,
OK
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Catoosa
(Port of Catoosa-Frontier) Terminal, Rogers County,
OK
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Lawton
Terminal, Comanche County, OK
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Muskogee
Terminal, Muskogee County, OK
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Northumberland
Terminal, Northumberland County, PA
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Reading
Terminal, Berks County, PA
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Memphis
Terminal, Shelby County, TN
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Memphis
(EM Marathon) Terminal, Shelby County,
TN
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Parsons
Terminal, Decatur County, TN
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Austin
Terminal, Travis County, TX
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Ennis
Terminal, Ellis County, TX
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Lubbock
Terminal, Lubbock County, TX
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Saginaw
Terminal, Tarrant County, TX
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
N.
Salt Lake Terminal, Davis County,
UT
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Woods
Cross Terminal, Davis County, UT
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Newport
News Terminal, Newport News County,
VA
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
·
|
Pasco
Terminal, Franklin County, WA
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Spokane
(Hillyard) Terminal, Spokane County,
WA
|
▪
|
Partial
Release of Lien
|
▪
|
Assignment
and Assumption of Leasehold
Interest
|
▪
|
First
Amendment to Mortgage
|
·
|
Spokane
Valley Terminal, Spokane County, WA
|
▪
|
Partial
Release of Lien
|
▪
|
Termination
and Release of Easement
|
▪
|
First
Amendment to Mortgage
|
EXHIBIT
K
NEW
TERMINALLING AGREEMENT
See
attached.
[See
Exhibit 10.7 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
L
NEW
TERMINAL ACCESS AGREEMENT
See
attached.
[See
Exhibit 10.8 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
M
SEMMATERIALS
TRANSITION SERVICES AGREEMENT
See
attached.
[See
Exhibit 10.3 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
N
SEMMATERIALS
SOFTWARE
To be
finalized post-closing.
EXHIBIT
O
SEMMATERIALS
SOFTWARE TRANSFER AGREEMENT
To be
finalized post-closing.
EXHIBIT
P
FINAL
ORDER
See
attached.
IN
THE UNITED STATES BANKRUPTCY COURT
FOR
THE DISTRICT OF DELAWARE
------------------------------------------------------------------------x
:
In
re : Chapter
11
:
SEMCRUDE,
L.P.,
et
al.
, : Case
No. 08-11525 (BLS)
:
|
Debtors.
|
:
|
Jointly
Administered
|
------------------------------------------------------------------------x
------------------------------------------------------------------------x
:
In
re : Chapter
11
:
SEMGROUP
HOLDINGS,
L.P., : Case
No. 08-12504 (BLS)
:
|
Debtor.
|
:
|
Joint Administration
|
------------------------------------------------------------------------x
SECOND
ORDER WITH RESPECT TO COMPROMISE AND
SETTLEMENT
AGREEMENT
WITH
SEMGROUP ENERGY PARTNERS, L.P.
By order
dated March 19, 2009 (the “
First Order
”) [Dkt.
No. 3464], the Court approved the motion (the “
9019 Motion
”)
2
of SemCrude, L.P. (“
SemCrude
”), its
parent, SemGroup, L.P. (“
SemGroup
”), and
certain direct and indirect subsidiaries of SemGroup (collectively, the “
Debtors
”),
3
for an order approving a compromise and
settlement with SGLP (the “
9019 Motion
”) [Docket
No. 3315]. Pursuant to paragraph 4 of the First Order, on March 24,
2009, the Debtors filed and served copies of (a) that certain Master Agreement
by and among SemGroup, SemManagement, SemOperating, SemMaterials, K.C. Asphalt,
SemCrude, Eaglwing, SemGroup Holdings and the SGLP Parties to be dated as of
March 31, 2009 (the “
Master Agreement
”);
(b) the Shared Services Agreement (as defined in the Master Agreement); (c) the
New Throughput Agreement (as defined in the Master Agreement); (d) the Oklahoma
City Lease (as defined in the Master Agreement); and (e) the Cushing Lease (as
defined in the Master Agreement) (collectively, the “
New
Agreements
”).
IT IS
HEREBY ORDERED THAT:
1)
Pursuant
to sections 105(a) and 363(b) of the Bankruptcy Code, the Debtors and the SGLP
Parties are authorized to enter into the New Agreements. The New
Agreements, in substantially similar form to the copies filed with the Court on
March 24, 2009, including, but not limited to, the mutual releases, the
Terminalling Agreement Allowed Claim, and the Throughput Agreement Allowed Claim
contemplated by the Master Agreement, are approved in their entirety;
provided
,
however
that the New
Agreements shall only become effective upon the closing of the Transactions
contemplated by the Term Sheet (the “
Closing
”). If
the New Agreements do become effective, then they may be modified, amended, or
supplemented without further order of the Court;
provided
,
however
, that any
such modification, amendment, or supplement is neither material nor changes the
economic substance of the transactions contemplated therein.
2)
As of and
subject to Closing, SemMaterials Energy Partners, L.L.C. (“
SMEP
”) shall have an
allowed general unsecured claim against SemMaterials, KC Asphalt, and SemGroup
(joint and several) in the amount of $35,000,000 as a result of the rejection of
the Terminalling and Storage Agreement;
provided
,
however
, that SMEP
shall be entitled to only one satisfaction on account thereof.
3)
As of and
subject to Closing, SGEP and SGLP together shall have a single allowed general
unsecured claim against SemCrude, Eaglwing, and SemGroup (joint and several) in
the amount of $20,000,000 as a result of the rejection of the Throughput
Agreement;
provided
,
however
, that SGEP
and SGLP shall be entitled to only one satisfaction on account
thereof.
4)
In order
to consummate the Transactions contemplated by the Settlement (as defined in the
First Order), the Debtors are authorized to create a new subsidiary (“
Newco
”) and the
Debtors are further authorized, solely in connection with the Closing, to
transfer all or any portions of the Transferred Assets (as defined in the First
Order), but no other assets, to Newco free and clear of any liens, claims or
encumbrances, if any, with any and all such valid and perfected liens, claims or
encumbrances to attach to the Debtors' ownership interests in Newco with the
same validity, priority, force, and effect such liens, claims, or encumbrances
had on the property immediately prior to the transfers of such assets, and
subject to the rights, claims, defenses, and objections, if any, of the Debtors
and all interested parties with respect to any such asserted liens, claims, or
encumbrances. The Debtors are further authorized to transfer the
Debtors’ ownership interests in Newco together with the balance of
the Transferred Assets, if any, to the SGLP Parties and, in accordance with
Paragraph 8 of the First Order, the transfer of Debtors’ ownership interests in
Newco and the balance of the Transferred Assets, if any, to the SGLP Parties
shall be free and clear of all liens, claims and encumbrances, if any, with any
and all such valid and perfected liens, claims, or encumbrances to attach to the
assets transferred to the Debtors from the SGLP Parties pursuant to the
Settlement and the First Order with the same validity, priority, force, and
effect such liens, claims, or encumbrances had on the property immediately prior
to the transfers of such assets to Newco and/or to the SGLP Parties, and subject
to the rights, claims, defenses, and objections, if any, of the Debtors and all
interested Parties with respect to any such asserted liens, claims, or
encumbrances. Newco will be neither a restricted subsidiary nor a
guarantor under the Amended and Restated Credit Agreement, dated as of October
18, 2005 (as amended, restated, modified or supplemented from time to time), or
the Debtor-in-Possession Credit Agreement, dated as of August 8, 2008 (as
amended, restated, modified or supplemented from time to time), or the
Indenture, dated as of November 18, 2005 (as amended, restated, modified or
supplemented from time to time). In event the Closing does not
occur, the Debtors shall have no authority to transfer any assets to Newco, any
purported transfer of assets to Newco shall be deemed null and void
ab initio
, and the Debtors
shall take all actions necessary to ensure that there shall have been no release
of any liens, claims, or encumbrances on the Transferred Assets. For
all purposes of paragraphs 8 and 9 of the First Order, the term “Transferred
Assets” shall include the Debtors’ ownership interests in Newco and the Debtors’
interest in the Soil Storage Tract, being approximately 6.36 acres, in Cushing,
Oklahoma referenced in the Master Agreement and ancillary
documents.
5)
If the
Closing occurs, then the following agreements shall be deemed rejected as of
March 31, 2009: (a) the Terminalling and Storage Agreement, (b) the Throughput
Agreement, (c) the Omnibus Agreement, (d) the Terminal Access and Use Agreement,
and (e) the SemGroup Guaranty (as defined in the Master Agreement).
6)
If the
Closing does not occur and the Court grants the relief requested in the
SemMaterials Motion over the Objection to the SemMaterials Motion filed by the
SGLP [Docket No. 3173], then the Terminalling and Storage Agreement shall be
deemed rejected as of February 26, 2009.
7)
Except as
provided in paragraph 6 above, this Order shall be without prejudice to the
rights of any party if the Closing does not occur.
8)
The
Debtors are authorized to enter into and perform all actions necessary to
implement and perform under the New Agreements without further order of this
Court.
9)
Notwithstanding
Bankruptcy Rule 6004(g), the terms and conditions of this Order shall be
immediately effective and enforceable upon its entry.
10)
This
Court shall retain jurisdiction over any and all matters arising from the
interpretation or implementation of this Order.
Dated:
_____________, 2009
Wilmington, Delaware
_________________________________________
THE
HONORABLE BRENDAN L. SHANNON,
UNITED
STATES BANKRUPTCY JUDGE
2
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the 9019 Motion (as defined below), the memorandum of law in support
there of (the “
Memorandum
”), or the
Settlement (as defined in the Memorandum), as the case may be.
3
It should be noted that
SemGroup Holdings, L.P. (6746)
(“
SemGroup
Holdings
”) is not a
jointly administered Debtor in these chapter 11 cases. Nevertheless,
the relief requested herein shall apply to SemGroup Holdings,
L.P.
EXHIBIT
Q
KANSAS
PIPELINE
See
attached.
EXHIBIT
R
FORM
OF SEMGROUP LENDER RELEASE
See
attached.
PARTIAL
RELEASE
R
e c i t a l s:
1.
Reference
is made to:
(a)
that
certain Amended and Restated Deed of Trust, Mortgage, Leasehold Mortgage,
Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing
Statement and Notice of Reinscription dated March 16, 2005, from SemCrude, L.P.,
a Delaware limited partnership ("
SemCrude
"), SemPipe, L.P., a
Texas limited partnership ("
SemPipe
"), SemFuel, L.P., a
Texas limited partnership ("
SemFuel
"), SemKan, L.L.C., an
Oklahoma limited liability company ("
SemKan
"), and SemMaterials,
L.P., formerly known as SemProducts, L.P., an Oklahoma limited partnership
("
SemMaterials
"), to the
Trustees named therein, and Bank of America, N.A., as Administrative Agent
("
Agent
"), which is
recorded, among other places, in the jurisdictions listed on
Schedule 1
attached
hereto; and
(b)
that
certain Amended and Restated Deed of Trust, Amended and Restated Mortgage, Fee
and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement,
Fixture Filing and Financing Statement and Notice of Reinscription dated May 31,
2005, from SemCrude, SemPipe, SemFuel, SemKan and SemMaterials to the Trustees
named therein, and Agent, which is recorded, among other places, in the
jurisdictions listed on
Schedule 1
attached
hereto;
as such instruments have been amended
and supplemented by:
(i)
that
certain First Amendment and Supplement to Amended and Restated Deed of Trust,
Amended and Restated Mortgage, Fee and Leasehold Mortgage, Assignment of Leases
and Rents, Security Agreement, Fixture Filing and Financing Statement and Notice
of Reinscription dated October 18, 2005, from SemCrude, SemPipe, SemFuel,
SemKan, SemMaterials, K.C. Asphalt, L.L.C., a Colorado limited liability company
("
KC
.
Asphalt
"), SemGas, L.P., an
Oklahoma limited partnership ("
SemGas
"), and SemGas
Gathering, L.L.C., an Oklahoma limited liability company ("
SemGas
Gathering
") to the Trustees
named therein, and Agent, which is recorded, among other places, in the
jurisdictions listed on
Schedule 1
attached
hereto;
(ii)
that
certain Supplement to Amended and Restated Deed of Trust, Fee and Leasehold
Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture Filing and
Financing Statement and Notice of Reinscription dated November 20, 2006, from
SemCrude, SemPipe, SemFuel, SemKan, SemMaterials, K.C. Asphalt, SemGas and
SemGas Gathering, to the Trustees named therein, and Agent, which is recorded,
among other places, in the jurisdictions listed on
Schedule 1
attached
hereto;
(iii)
that
certain Second Supplement to Amended and Restated Deed of Trust, Amended and
Restated Mortgage, Fee and Leasehold Mortgage, Assignment of Leases and Rents,
Security Agreement, Fixture Filing and Financing Statement and Notice of
Reinscription dated as of December 20, 2006, from SemCrude, SemPipe, SemFuel,
SemKan, SemMaterials, K.C. Asphalt, SemGas and SemGas Gathering to the Trustees
named therein, and Agent, which is recorded, among other places, in the
jurisdictions listed on
Schedule 1
attached
hereto;
(iv)
that
certain Second Amendment to Amended and Restated Deed of Trust, Amended and
Restated Mortgage, Fee and Leasehold Mortgage, Assignment of Leases and Rents,
Security Agreement, Fixture Filing and Financing Statement and Notice of
Reinscription dated as of December 20, 2006, from SemCrude, SemPipe, SemFuel,
SemKan, SemMaterials, K.C. Asphalt, SemGas and SemGas Gathering to the Trustees
named therein, and Agent, which is recorded, among other places, in the
jurisdictions shown on
Schedule 1
attached
hereto; and
(v)
that
certain Partial Release (the "
Original Partial
Release
")
dated as of February 20,
2008, executed by Agent, SemMaterials and K.C. Asphalt, which is recorded, among
other places, in the jurisdictions shown on
Schedule 1
attached
hereto.
All of
the foregoing herein collectively called the "
Mortgage
".
2.
By virtue
of that certain Contribution Agreement
dated as of January 28,
2008, among SemMaterials and K.C. Asphalt (collectively, the "
Subject Mortgagors
") and
SemMaterials Energy Partners, L.L.C., a Delaware limited liability company
("
SMEP
"), K.C. Asphalt
granted, contributed, transferred, assigned and conveyed to SMEP all right,
title and interest of K.C. Asphalt in and to the Conveyed Assets (as such term
is defined in the Original Partial Release), including, without limitation, K.C.
Asphalt's interests in and to that certain real property more particularly
described on
Exhibit
B
attached hereto (the "
Conveyed Land
"), but retained
and reserved the Retained Assets (as such term is defined in the Original
Partial Release), including, without limitation, the Retained Easements (as such
term is utilized in the Original Partial Release) and the Retained Leasehold
Agreements (as such term is utilized in the Original Partial Release), and
SemMaterials granted, contributed, transferred, assigned and conveyed to SMEP
all right, title and interest of SemMaterials in and to the Conveyed Assets,
including, without limitation, SemMaterial's interests in and to the Conveyed
Land, but retained and reserved the Retained Assets, including, without
limitation, the Retained Easements and the Retained Leasehold
Agreements.
3.
By virtue
of that certain Contribution, Conveyance, Assignment and Assumption Agreement
(the "
2009 Contribution
Agreement
")
dated effective as of
the Effective Date (as defined below), among the Subject Mortgagors, SMEP and
SGLP Asphalt, L.L.C., a Texas limited liability company ("
SGLP
"), a copy of which is
attached hereto as
Exhibit A
, K.C.
Asphalt granted, contributed, transferred, assigned and conveyed to SGLP all
right, title and interest of K.C. Asphalt in and to the Asphalt Processing
Assets (as defined in the 2009 Contribution Agreement) owned by K.C. Asphalt,
but retained and reserved the Excluded Assets (as defined in the 2009
Contribution Agreement), and SemMaterials granted, contributed, transferred,
assigned and conveyed to SGLP all right, title and interest of SemMaterials in
and to the Asphalt Processing Assets owned by SemMaterials, but retained and
reserved the Excluded Assets.
4.
By virtue
of the 2009 Contribution Agreement, K.C. Asphalt granted, contributed,
transferred, assigned and conveyed to SMEP all right, title and interest of K.C.
Asphalt in, to and under the Retained Leasehold Agreements held by K.C. Asphalt,
and SemMaterials granted, contributed, transferred, assigned and conveyed to
SMEP all right, title and interest of SemMaterials in, to and under the Retained
Leasehold Agreements held by SemMaterials.
5.
By virtue
of the 2009 Contribution Agreement, Subject Mortgagors terminated and released
all of their right, title and interest in and to the Retained
Easements.
6.
Pursuant
to the Original Partial Release, Agent has previously released and discharged
the liens and security interests created by the Mortgage against the Conveyed
Assets.
7.
For
purposes of this Partial Release, the term "
Released Assets
" means,
collectively, the Asphalt Processing Assets, the Retained Leasehold Agreements
and the Retained Easements.
1. Release:
NOW,
THEREFORE, for and in consideration of the premises and other good and valuable
consideration, Agent has RELEASED and DISCHARGED, and by these presents does
hereby RELEASE and DISCHARGE the Released Assets from the liens and security
interests created by the Mortgage; SAVE AND EXCEPT, the Excluded
Assets. Agent hereby terminates the assignment of “Rents” made in
favor of Agent under Article III of the Mortgage insofar as said assignment
relates to the Released Assets.
IT
IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS IS A PARTIAL RELEASE RELATING
SOLELY TO THE RELEASED ASSETS SAVE AND EXCEPT THE EXCLUDED
ASSETS. THIS PARTIAL RELEASE SHALL IN NO WAY RELEASE, AFFECT OR
IMPAIR AGENT'S RIGHTS, TITLES, INTERESTS, SECURITY INTERESTS AND LIENS AGAINST
ANY OTHER INTERESTS OR PROPERTY DESCRIBED IN AND/OR COVERED BY THE
MORTGAGE. BY THEIR ACCEPTANCE OF THIS PARTIAL RELEASE, AND SUBJECT TO
THE TERMS HEREOF, EACH MORTGAGOR (AS DEFINED IN THE MORTGAGE) HEREBY RATIFIES
AND CONFIRMS THE MORTGAGE AND THE OTHER “LOAN DOCUMENTS” REFERRED TO THEREIN IN
ALL RESPECTS (OTHER THAN WITH RESPECT TO THOSE PROPERTIES RELEASED HEREBY AND
PREVIOUSLY RELEASED IN WRITING BY THE BENEFICIARY OF THE LIENS AND SECURITY
INTERESTS CREATED BY THE MORTGAGE, THE “RELEASED PROPERTIES”) AND FURTHER
CONFIRMS AND ADMITS THAT IT REMAINS OBLIGATED AS PROVIDED
THEREIN. MORTGAGOR ADDITIONALLY CONFIRMS AND ADMITS THAT ITS
PROPERTIES COVERED BY THE MORTGAGE, EXCEPT FOR THE RELEASED PROPERTIES, REMAIN
SUBJECT TO THE LIENS AND SECURITY INTERESTS PROVIDED THEREIN.
Without
limiting the foregoing paragraph, each Subject Mortgagor, upon and subject to
all the terms, covenants, provisions, conditions and authorization set forth in
the Mortgage in order to secure the payment of the secured indebtedness referred
to in the Mortgage and the performance of the obligations, covenants,
agreements, warranties and undertakings of Mortgagor described in the Mortgage,
does hereby (a) with respect to the Excluded Assets which are located in (or
cover properties located in) the States of Missouri, Montana, Nevada, Tennessee,
Texas, Utah and Washington, GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND
SET OVER to the applicable Trustee and grant to the applicable Trustee a POWER
OF SALE (pursuant to the Mortgage and as allowed by applicable Law) with respect
to the Excluded Assets located in such states; and (b) with respect to the
Excluded Assets which are located in (or cover properties located in) the States
of Arkansas, Colorado, Idaho, Illinois, Indiana, Kansas, New Jersey and
Oklahoma, MORTGAGE AND WARRANT, ASSIGN, PLEDGE, HYPOTHECATE, GRANT, BARGAIN,
SELL, CONVEY AND CONFIRM to Agent, and grant to Agent a POWER OF SALE (pursuant
to the Mortgage and as allowed by applicable Law), with respect to the Excluded
Assets which are located in such states, and (c) confirms that this Partial
Release shall in no way release affect or impair the Trustee’s or Agent’s
rights, titles, interests, security interests and liens against the Excluded
Assets.
This
Partial Release may be executed in several counterparts, all of which are
identical except that to facilitate recordation, certain counterparts hereof may
include only that portion of
Exhibit B
which
contains certain descriptions of the properties located in (or otherwise subject
to the recording or filing requirements and/or protections of the recording or
filing acts or regulations of) the recording jurisdiction in which the
particular counterpart is to be recorded, and other portions of
Exhibit B
shall be
included in such counterparts by reference only. All of such
counterparts together shall constitute one and the same
instrument.
Exhibit A
shall
be excluded in its entirety for recording purposes in all jurisdictions and
shall be included by reference only. Complete copies of this Partial
Release containing
Exhibit A
and the
entire
Exhibit
B
have been retained by the Subject Mortgagors and Agent.
[
Remainder of page intentionally left
blank.
]
Executed
by each party on the date specified in the acknowledgment of such party, but
effective for all purposes as of the 31st day of March, 2009 (the "
Effective Date
").
BANK OF
AMERICA, N.A.,
as
Administrative Agent
By:
Jay T. Wampler
Senior Vice President
SEMMATERIALS,
L.P.
By: SemOperating
G.P., L.L.C.,
its general partner
By:
Terrence Ronan
President and Chief Executive
Officer
K. C.
ASPHALT, L.L.C.
By:
SemMaterials, L.P.,
its sole member and
manager
By: SemOperating
G.P., L.L.C.,
its general partner
By:
Terrence Ronan
President and Chief Executive
Officer
STATE OF
TEXAS
§
§
COUNTY OF
DALLAS §
This
instrument was acknowledged before me on April __, 2009, by Jay T. Wampler, a
Senior Vice President of Bank of America, N.A., a national banking association,
on behalf of such national banking association, acting individually and as
Administrative Agent.
On this
______ day of April, 2009, before me, a Notary Public in and for said State,
personally appeared Jay T. Wampler, to me personally known, who being by me duly
sworn did say that he is a Senior Vice President of Bank of America, N.A., a
national banking association, and that this instrument was signed on behalf of
said national banking association, and said Jay T. Wampler acknowledged to me
that he executed the same for the purposes therein stated, and as his free act
and deed and as the free act and deed of said national banking
association.
NOTARY
PUBLIC IN AND FOR THE STATE OF TEXAS
STATE OF
TEXAS
§
§
COUNTY OF
DALLAS §
Arkansas,
Colorado, Idaho, Illinois, Indiana, Kansas, Montana, Nevada, Oklahoma,
Texas, Washington, Wisconsin, or Wyoming
|
The
foregoing instrument was acknowledged before me on this ___ day of April,
2009, by Terrence Ronan, President and Chief Executive Officer of
SemOperating G.P., L.L.C., an Oklahoma limited liability company, in its
capacity as the general partner of SemMaterials, L.P., for itself and as
sole member of K.C. Asphalt, L.L.C.
|
Missouri
|
On
this ______ day of April, 2009, before me, a Notary Public in and for said
State, personally appeared Terrence Ronan, to me personally known, who
being by me duly sworn did say that he is the President and Chief
Executive Officer of SemOperating G.P., L.L.C., and that said instrument
was signed on behalf of said limited liability company, on behalf of
SemMaterials, L.P. for itself and as sole member of K.C. Asphalt, L.L.C.,
and said Terrence Ronan acknowledged to me that he executed the same for
the purposes therein stated, and as his free act and deed and as the free
act and deed of said limited liability company on behalf of said limited
partnership, for itself and as sole member of K.C. Asphalt,
L.L.C.
|
Tennessee
|
Before
me, the undersigned, a Notary Public in and for the County and State
aforesaid, personally appeared Terrence Ronan, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and
who upon oath acknowledged himself to be President and Chief Executive
Officer of SemOperating G.P., L.L.C., an Oklahoma limited liability
company, in its capacity as the general partner of SemMaterials, L.P., on
behalf of said partnership, for itself and as sole member of K.C. Asphalt,
L.L.C., the within named Subject Mortgagors, and that Terrence Ronan as
such President and Chief Executive Officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the limited liability company as President and Chief
Executive Officer.
|
IN
WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Dallas, Dallas County, Texas, on the day and year first above
written.
[STAMP]
|
NOTARY
PUBLIC, in and for the State of Texas
Printed
Name:________________________________
|
SCHEDULE
1
1.
|
Amended
and Restated Deed of Trust, Mortgage, Leasehold Mortgage, Assignment of
Leases and Rents, Security Agreement, Fixture Filing and Financing
Statement and Notice of Reinscription by and Among SemCrude, L.P.,
SemPipe, L.P., SemFuel, SemKan, L.L.C. and SemProducts, L.P., as
Mortgagors,
(Kansas,
Louisiana, Oklahoma & Texas)
to PRLAP, Inc., Trustee, and Bank
of America, N.A., Administrative Agent
,
dated effective as of
March 16,
2005
(Multi-State
mortgage)
|
Recording Jurisdiction
|
Recording Data
|
Barber
County, Kansas
|
Book
175, Page 117
Recorded
03/29/05
|
|
|
Barton
County, Kansas
|
Book
612, Page 6667
Recorded
03/29/05
|
|
|
Butler
County, Kansas
|
Mortgage
#638
Book
1320, Page 196
Recorded
03/29/05
|
|
|
Edwards
County, Kansas
|
Book
76, Page 55
Recorded
03/25/05
|
|
|
Ellis
County, Kansas
|
Book
616, Page 1
Recorded
03/29/05
|
|
|
Greenwood
County, Kansas
|
Mtg.
Book 283, Page 395
Recorded
03/25/05
|
|
|
Harper
County, Kansas
|
Book
131, Page 1054
Recorded
03/29/05
|
|
|
Harvey
County, Kansas
|
Document
#104311
Book
492, Page(s) 141-212
Recorded
04/14/05
|
|
|
Haskell
County, Kansas
|
Volume
175, Page(s) 409-473
Recorded
03/28/05
(Affidavit
Recorded Separately)
Affidavit
– Vol. 175, Page 474
|
|
|
Hodgeman
County, Kansas
|
Book
58, Page 54
Recorded
03/28/05
|
|
|
Kingman
County, Kansas
|
Mtg.
Book 255, Page 38
Recorded
03/29/05
|
|
|
Kiowa
County, Kansas
|
Book
74, Page 1535
Recorded
03/24/05
|
|
|
Morton
County, Kansas
|
Book
135, Page 617
Recorded
03/28/05
|
|
|
Ness
County, Kansas
|
Book
292, Page 313
Recorded
03/30/05
|
|
|
Norton
County, Kansas
|
Book
138A, Page(s) 501-565
Recorded
03/24/05
|
|
|
Pawnee
County, Kansas
|
Document
#2005-439
Book
191 of Mtgs., Page 131
Recorded
03/25/05
|
|
|
Pratt
County, Kansas
|
Book
302, Page 316
Recorded
03/28/05
|
|
|
Reno
County, Kansas
|
Multi
County Mortgage
Book
800, Page 379
Recorded
04/01/05
Assignment
Leases & Rents
Book
396, Page 358
Recorded
04/01/05
|
|
|
Rice
County, Kansas
|
Document
#200500837
Mrtg.
#106
Book
Mtg. 268, Page 703
Recorded
03/29/05
|
|
|
Rooks
County, Kansas
|
Book
346, Page 192
Recorded
03/25/05
|
|
|
Rush
County, Kansas
|
Book
69 of Mtge., Page 561
Recorded
03/28/05
|
|
|
Sedgwick
County, Kansas
|
Document
#/Flm-Pg. 28659186
Recorded
03/25/05
|
|
|
Seward
County, Kansas
|
Document
#840
Volume
577, Page 315
Recorded
03/25/05
|
|
|
Stafford
County, Kansas
|
Book
184, Page 487
Recorded
03/28/05
|
|
|
Sumner
County, Kansas
|
Book
0681, Page 0131
Recorded
03/31/05
|
|
|
Trego
County, Kansas
|
Book
131, Page 119
Recorded
03/28/05
|
|
|
Cameron
Parish, Louisiana
|
File
#291547
Conveyance
Book 1000
Mortgage
Book 301
Recorded
03/21/05
|
|
|
Terrebonne
Parish, Louisiana
|
File
#1205022
Book
1752, Page 189
Recorded
03/22/05
|
|
|
Vermilion
Parish, Louisiana
|
Document
#20503022
in
Mtg. Book
Recorded
03/21/05
|
|
|
Alfalfa
County, Oklahoma
|
Document
#030922
Book
581, Page 79
Recorded
03/22/05
|
|
|
Beaver
County, Oklahoma
|
Document
#1-2005-000847
Book
1133, Page(s) 0147-0211
Recorded
03/22/05
|
|
|
Caddo
County, Oklahoma
|
Instrument
#200500003079
Book
Amended Mtg.
Volume
2522m Pages 768-840
Recorded
03/22/05
|
|
|
Canadian
County, Oklahoma
|
Document
#R 2005 6230
Book
RB 3039, Pages 917-981
Recorded
03/22/05
|
|
|
Cleveland
County, Oklahoma
|
Document
#R 2005 11607
Book
RB 3970, Page 1227
Recorded
03/22/05
|
|
|
Creek
County, Oklahoma
|
Document
#05 4205
Book
562, Page(s) 269-422
Recorded
03/24/05
|
|
|
Garfield
County, Oklahoma
|
Document
#3164
Book
1749, Page 288
Recorded
03/22/05
|
|
|
Garvin
County, Oklahoma
|
Document
#1-2005-002330
Book
1728, Page 827
Recorded
03/22/05
|
|
|
Kay
County, Oklahoma
|
Document
#1-2005-002486
Book
1309, Page(s) 0061-0183
Recorded
03/29/05
|
|
|
Kingfisher,
Oklahoma
|
Document
#1148
Book
2000, Page 001
Recorded
03/22/05
|
|
|
Lincoln
County, Oklahoma
|
Document
#02940
Book
1638, Page 264
Recorded
03/25/05
|
|
|
Major
County, Oklahoma
|
Document
#1-2005-004399
Book
1625, Page 0437-0501
Recorded
03/22/05
|
|
|
McClain
County, Oklahoma
|
Document
#1-2005-002189
Book
1739, Page 503
Recorded
03/22/05
|
|
|
Murray
County, Oklahoma
|
Document
#1-2005-000891
Book
0763, Page 214
Recorded
03/22/05
|
|
|
Noble
County, Oklahoma
|
Document
#2005-874
Volume
605, Page(s) 205-315
Recorded
03/22/05
|
|
|
Okfuskee
County, Oklahoma
|
Document
#381213
Book
967, Page 804
Recorded
03/22/05
|
|
|
Oklahoma
County, Oklahoma
|
Document
#2005043383
Book
9654, Page(s) 220-284
Recorded
03/28/05
|
|
|
Pawnee
County, Oklahoma
|
Document
#0929
Book
595, Page 182
Recorded
03/22/05
|
|
|
Payne
County, Oklahoma
|
Document
#1-2005-004788
Book
1559, Page(s) 0869-1014
Recorded
04/06/05
|
|
|
Pottawatomie
County, Oklahoma
|
Instrument
#200500003983
Recorded
03/22/05
|
|
|
Rogers
County, Oklahoma
|
Document
#005018
Volume
1664 Page 501
Recorded
03/22/05
|
|
|
Seminole
County, Oklahoma
|
Document
#2062
Book
2692, Page 1
Recorded
03/24/05
|
|
|
Stephens
County, Oklahoma
|
Document
#73-3404
Book
3121, Page 19
Recorded
03/23/05
|
|
|
Texas
County, Oklahoma
|
Document
#2005-677654
Book
1112, Page 572
Recorded
03/23/05
|
|
|
Tulsa
County, Oklahoma
|
Document
#2005060417
Recorded
05/26/05
|
|
|
Anderson
County, Texas
|
Instrument
#0502082
Volume
1898, Page 0103
Recorded
03/17/05
|
|
|
Austin
County, Texas
|
Document
#051596
Recorded
03/17/05
|
|
|
Brazoria
County, Texas
|
Document
#2005014862
Recorded
03/17/05
|
|
|
Camp
County, Texas
|
File
#17,499
Volume
196, Page 126
Recorded
03/17/05
|
|
|
Cherokee
County, Texas
|
Document
#00536877
Book
OR, Vol. 1709 Page 746
Recorded
03/17/05
|
|
|
Fort
Bend County, Texas
|
Document
#2005032786
Recorded
03/23/05
|
|
|
Franklin
County, Texas
|
Document
#101772
Volume
126, Page 283
Recorded
03/17/05
|
|
|
Galveston
County, Texas
|
Document
#GAC 2005016774
Recorded
03/17/05
|
|
|
Gregg
County, Texas
|
Document
#GCC 200505694
Recorded
03/17/05
|
|
|
Harris
County, Texas
|
Document
#Y331365
Microfilm
#RP 002-90-0206
Recorded
03/17/05
|
|
|
Hopkins
County, Texas
|
Document
#1764
Volume
522, Page 248
Recorded
03/17/05
|
|
|
Montgomery
County, Texas
|
Document
#2005-027562
Microfilm
#784-10-0474
Recorded
03/17/05
|
|
|
Moore
County, Texas
|
Document
#155348
Book
600, Page 393
Recorded
03/29/05
|
|
|
Potter
County, Texas
|
Document
#01047425
Volume
3582, Page 525
Recorded
03/17/05
|
|
|
Rusk
County, Texas
|
Document
#009500
Volume
2539, Page 062
Recorded
03/17/05
|
|
|
Smith
County, Texas
|
Document
#2005-R0013005
Volume
7745, Page 002
Recorded
03/17/05
|
|
|
Titus
County, Texas
|
Document
#001640
Volume
1708, Page 165
Recorded
03/17/05
|
|
|
Upshur
County, Texas
|
Document
#200502200
Recorded
03/17/05
|
|
|
Waller
County, Texas
|
Document
#501977
Volume
0885, Page 486
Recorded
03/17/05
|
|
|
Wood
County, Texas
|
Document
#00033296
Book
02066, Page 00577
Recorded
03/17/05
|
2.
|
Amended
and Restated Deed of Trust
(for Missouri, Montana,
Nevada, Tennessee, Texas and Washington)
, Amended and Restated
Mortgage
(for Arkansas,
Colorado, Itado, Illinois, Inidana, Kansas, Louisiana, Oklahoma,
Wisconsin, and Wyoming)
, Fee and Leasehold Mortgage, Assignment of
Leases and Rents, Security Agreement, Fixture Filing and Financing
Statement and Notice of Reinscription from SemCrude, L.P., SemPipe, L.P.,
SemFuel, SemKan, L.L.C. and SemMaterials, L.P., as Mortgagors, to PRLAP,
Inc., et al, Trustees, and Bank of American, N.A., Administrative Agent,
dated effective as of
May
31, 2005
(Multi-State mortgage)
|
Recording Jurisdiction
|
Recording Data
|
Pulaski
County, Arkansas
|
Document
#2005047639
Recorded
06/07/05
|
|
|
Adams
County, Colorado
|
Document
#20050606000592940
Recorded
06/06/05
|
|
|
Mesa
County, Colorado
|
Document
#2257581
Book
3913, Page 210
Recorded
06/06/05
|
|
|
Pueblo
County, Colorado
|
Document
#1623371
Recorded
06/06/05
|
|
|
Ada
County, Idaho
|
Document
#105071967
Recorded
06/03/05
|
|
|
Peoria
County, Illinois
|
Document
#05-20529
Recorded
06/29/05
|
|
|
Kosciusko
County, Indiana
|
Document
#200500007798
Recorded
06/03/05
|
|
|
Barber
County, Kansas
|
Book
176, Page 323
Recorded
07/11/05
|
|
|
Barton
County, Kansas
|
Receipt
#72499
Book
612, Page 8767
Recorded
07/08/05
|
|
|
Butler
County, Kansas
|
Mortgage
#1798
Book
1339, Page 1572
Recorded
07/08/05
|
|
|
Edwards
County, Kansas
|
Book
77, Page 25
Recorded
07/05/05
|
|
|
Ellis
County, Kansas
|
Book
623, Page 733
Recorded
07/08/05
|
|
|
Ford
County, Kansas
|
Book
333 at Mtgs, Page 662
Recorded
07/08/05
|
|
|
Greenwood
County, Kansas
|
Mtg.
Book 285, Page 187
Recorded
07/07/05
|
|
|
Harper
County, Kansas
|
Book
132, Page 173
Recorded
07/12/05
|
|
|
Harvey
County, Kansas
|
Document
#106170
Mrtg.
Book 497, Page 439
Recorded
07/15/05
|
|
|
Haskell
County, Kansas
|
Book
176, Page 233
Recorded
06/13/05
|
|
|
Hodgeman
County, Kansas
|
Book
59, Page 15
Recorded
07/12/05
|
|
|
Kingman
County, Kansas
|
Mtg.
Book 257, Page 44
Recorded
07/08/05
|
|
|
Kiowa
County, Kansas
|
Book
74, Page 1574
Recorded
07/05/05
|
|
|
Morton
County, Kansas
|
Book
137, Page 399
Recorded
07/05/05
|
|
|
Ness
County, Kansas
|
Book
294, Page 411
Recorded
07/11/05
|
|
|
Norton
County, Kansas
|
Book
140A, Page 179
Recorded
07/08/05
|
|
|
Pawnee
County, Kansas
|
Document
#2005-955
Mtge.
Book 193, Page 24
Recorded
07/06/05
|
|
|
Pratt
County, Kansas
|
Book
305, Page 565
Recorded
07/05/05
|
|
|
Reno
County, Kansas
|
Mortgage:
Book
802, Page 425
Recorded
07/13/05
Assignment of Rents &
Leases
:
Book
399, Page 357
Recorded
07/13/05
|
|
|
Rice
County, Kansas
|
Document
#200501932
Mrtg.
#268
Mtg.
Book 270, Page 588
Recorded
07/08/05
|
|
|
Rooks
County, Kansas
|
Book
349, Page 130
Recorded
07/08/05
|
|
|
Rush
County, Kansas
|
Book
70 of Mtge., Page 52
Recorded
07/05/05
|
|
|
Saline
County, Kansas
|
Book
1113, Page 1
Recorded
09/15/05
|
|
|
Sedgwick
County, Kansas
|
Doc#/FLM-PG
28693570
Recorded
07/18/05
|
|
|
Seward
County, Kansas
|
Document
#1880
Vol.
580, Page 779
Recorded
07/08/05
|
|
|
Stafford
County, Kansas
|
Book
186, Page 298
Recorded
07/08/05
|
|
|
Sumner
County, Kansas
|
Photo
Book 690, Page 210
Recorded
07/18/05
|
|
|
Trego
County, Kansas
|
Book
132 of Records, Page 593
Recorded
07/08/05
|
|
|
Cameron
Parish, Louisiana
|
Document
#292956
Conveyance
Book 1003
Mortgage
Book 303
Recorded
06/07/05
|
|
|
Terrebonne
Parish, Louisiana
|
File
#1212105
Book
1779, Page 459
Recorded
06/14/05
|
|
|
Vermilion
Parish, Louisiana
|
Document
#20506512
Mortgage
Book
Recorded
06/07/05
|
|
|
New
Madrid County, Missouri
|
Book
669, Page 30
Recorded
06/07/05
|
|
|
Pettis
County, Missouri
|
Document
#2005-3838
Recorded
06/08/05
|
|
|
Yellowstone
County, Montana
|
Document
#3335342
Recorded
06/03/05
|
|
|
Clark
County, Nevada
|
Document
#20050606-0000439
Recorded
06/06/05
|
|
|
Alfalfa
County, Oklahoma
|
Document
#031489
Book
582, Page 763
Recorded
06/07/05
|
|
|
Beaver
County, Oklahoma
|
Document
#1-2005-001682
Book
1137, Page 93
Recorded
06/08/05
|
|
|
Caddo
County, Oklahoma
|
Document
#200500005844
Vol.
2532, Page 431
Recorded
06/08/05
|
|
|
Canadian
County, Oklahoma
|
Document
#R 2005 13310
Book
RB 3068, Page 1000
Recorded
06/07/05
|
|
|
Cleveland
County, Oklahoma
|
Document
#R 2005 24675
Book
RB 4010, Page 686
Recorded
06/07/05
|
|
|
Comanche
County, Oklahoma
|
Document
#2005011725
Book
4698, Page 1
Recorded
06/10/05
|
|
|
Creek
County, Oklahoma
|
Document
#05 8753
Book
569, Page 1657
Recorded
06/15/05
|
|
|
Garfield
County, Oklahoma
|
Document
#6230
Book
1760, Page 232
Recorded
06/08/05
|
|
|
Garvin
County, Oklahoma
|
Document
#1-2005-004634
Book
1736, Page 658
Recorded
06/07/05
|
|
|
Kay
County, Oklahoma
|
Document
#1-2005-005029
Book
1317, Page 683
Recorded
06/14/05
|
|
|
Kingfisher,
Oklahoma
|
Document
#2240
Book
2012, Page 171
Recorded
06/07/05
|
|
|
Lincoln
County, Oklahoma
|
Document
#05478
Book
1647, Page 499
Recorded
06/08/05
|
|
|
Major
County, Oklahoma
|
Document
#1-2005-005299
Book
1631, Page 456
Recorded
06/07/05
|
|
|
McClain
County, Oklahoma
|
Document
#1-2005-004779
Book
1749, Page 449
Recorded
06/07/05
|
|
|
Murray
County, Oklahoma
|
Document
#1-2005-001892
Book
774, Page 94
Recorded
06/07/05
|
|
|
Noble
County, Oklahoma
|
Document
#2005-1702
Book
608, Page 573
Recorded
06/07/05
|
|
|
Okfuskee
County, Oklahoma
|
Document
#382569
Book
971, Page 683
Recorded
06/08/05
|
|
|
Oklahoma
County, Oklahoma
|
Document
#000165
Book
9745, Page 1162
Recorded
06/15/05
|
|
|
Pawnee
County, Oklahoma
|
Document
#1909
Book
598, Page 245
Recorded
06/08/05
|
|
|
Payne
County, Oklahoma
|
Document
#1-2005-008407
Book
1572, Page 767
Recorded
06/07/05
|
|
|
Pottawatomie
County, Oklahoma
|
Document
#200500007856
Recorded
06/07/05
|
|
|
Rogers
County, Oklahoma
|
Document
#010051
Vol.
1684, Page 776
Recorded
06/07/05
|
|
|
Seminole
County, Oklahoma
|
Document
#4148
Book
2712, Page 92
Recorded
06/07/05
|
|
|
Stephens
County, Oklahoma
|
Document
#73-7128
Book
3163, Page 4
Recorded
06/07/05
|
|
|
Texas
County, Oklahoma
|
Document
#2005-678773
Book
1117, Page 10
Recorded
06/07/05
|
|
|
Tulsa
County, Oklahoma
|
Document
#2005071877
Recorded
06/22/05
|
|
|
Shelby
County, Tennessee
|
Document
#05086979
Recorded
06/06/05
|
|
|
Anderson
County, Texas
|
Document
#0504675
Vol.
1911, Page 553
Recorded
06/06/05
|
|
|
Austin
County, Texas
|
Document
#053351
Recorded
06/06/05
|
|
|
Brazoria
County, Texas
|
Document
#2005031465
Recorded
06/06/05
|
|
|
Camp
County, Texas
|
File
#18,287
Vol.
200, Page 478
Recorded
06/06/05
|
|
|
Cherokee
County, Texas
|
Document
#00539533
OR
Book, Vol. 1723, Page 180
Recorded
06/06/05
|
|
|
Fort
Bend County, Texas
|
Document
#2005064877
Recorded
06/06/05
|
|
|
Franklin
County, Texas
|
Document
#102878
Vol.
131, Page 329
Recorded
06/06/05
|
|
|
Galveston
County, Texas
|
Document
#GAC 2005036889
Recorded
06/06/05
|
|
|
Gregg
County, Texas
|
Document
# GCC 200512335
Recorded
06/06/05
|
|
|
Harris
County, Texas
|
Document
#Y519929
Microfilm
#RP 006-58-0545
Recorded
06/07/05
|
|
|
Hopkins
County, Texas
|
Document
#3562
Vol.
532, Page 1
Recorded
06/06/05
|
|
|
Lubbock
County, Texas
|
Document
#21309
Vol.
9878, Page 1
Recorded
06/03/05
|
|
|
Montgomery
County, Texas
|
Document
#2005-058884
Microfilm
#838-10-0359
Recorded
06/06/05
|
|
|
Moore
County, Texas
|
Document
#156211
Book
604, Page 542
Recorded
06/14/05
|
|
|
Potter
County, Texas
|
Document
#01052832
Vol.
3611, Page 485
Recorded
06/06/05
|
|
|
Rusk
County, Texas
|
Document
#013230
Vol.
2559, Page 43
Recorded
06/06/05
|
|
|
Smith
County, Texas
|
Document
#2005-R0027265
Vol.
7808, Page 291
Recorded
06/06/05
|
|
|
Tarrant
|
Instrument
#D205158475
CLTC
GF#2311000217
Recorded
06/06/05
|
|
|
Titus
County, Texas
|
Document
#3264
Vol.
1732, Page 101
Recorded
06/06/05
|
|
|
Travis
|
Document
#2005102002
Recorded
06/08/05
|
|
|
Upshur
County, Texas
|
Document
#200504655
Vol.
601, Page 717
Recorded
06/06/05
|
|
|
Waller
County, Texas
|
Document
#504158
Vol.
898, Page 368
Recorded
06/06/05
|
|
|
Wood
County, Texas
|
Document
#00037157
Book
2085, Page 493
Recorded
06/06/05
|
|
|
Spokane
County, Washington
|
Document
#5225765
Recorded
06/03/05
|
|
|
Brown
County, Wisconsin
|
Document
#2195499
Recorded
06/14/05
|
|
|
Lincoln
County, Wisconsin
|
Document
#442274
Recorded
06/08/05
|
|
|
Oconto
County, Wisconsin
|
Document
#575054
Vol.
1150, Page 134
Recorded
06/10/05
|
|
|
Outagamie
County, Wisconsin
|
Document
#1666613
Recorded
06/14/05
|
|
|
Waupaca
County, Wisconsin
|
Document
#709592
Recorded
06/10/05
|
|
|
Wood
County, Wisconsin
|
Document
#2005R06850
Recorded
06/08/05
|
|
|
Natrona
County, Wyoming
|
Document
#768350
Recorded
06/03/05
|
3.
|
First
Amendment and Supplement to Amended and Restated Deed of Trust
(for Missouri, Montana,
Nevada, Tennessee, Texas, and Washington)
, Amended and Restated
Mortgage (
for Arkansas,
Colorado, Idaho, Illinois, Indiana, Kansas, Louisiana, Oklahoma, Wisconsin
and Wyoming
), Fee and Leasehold Mortgage, Assignment of Leases and
Rents, Security Agreement, Fixture Filing and Financing Statement and
Notice of Reinscription from SemCrude, L.P., SemPipe, L.P., SemFuel, L.P.,
SemKan, L.L.C., SemMaterials, L.P., K.C. Asphalt, L.L.C., SemGas, L.P.,
and SemGas Gathering, as Mortgagors, to PRLAP, Inc., et al, Trustees, and
Bank of America, N.A., Administrative Agent, effective as of
October 18, 2005
(Multi-State
mortgage)
|
Recording Jurisdiction
|
Recording Data
|
Pulaski
County, Arkansas
|
Document
# 2005095156
Recorded
11/08/05
|
|
|
Adams
County, Colorado
|
Document
# 20051107001234540
Recorded
11/07/05
|
|
|
Mesa
County, Colorado
|
Document
#2284799
Book
4032, Page 108
Recorded
11/07/05
|
|
|
Pueblo
County, Colorado
|
Document
# 1647020
Recorded
11/07/05
|
|
|
Ada,
County, Idaho
|
Document
#105169341
Recorded
11/08/05
|
|
|
Cook
County, Illinois
|
Document
#0613612049
Recorded
5/16/06
|
|
|
Peoria
County, Illinois
|
Document
#05-37160
Recorded
11/07/05
|
|
|
Kosciusko
County, Indiana
|
Document
# 200500016966
Recorded
11/08/05
|
|
|
Barber
County, Kansas
|
Book
177, Pages 542
Recorded
11/07/05
|
|
|
Barton
County, Kansas
|
Receipt
#75637
Book
613, Page 2062
Recorded
1/20/06
|
|
|
Butler
County, Kansas
|
Book
1349, Page 1613
Recorded
11/22/05
|
|
|
Edwards
County, Kansas
|
Book
78, Page 93
Recorded
11/16/05
|
|
|
Ellis
County, Kansas
|
Book
634, Pages 297-339
Recorded
11/07/05
|
|
|
Ford
County, Kansas
|
Mortgage
Book 338, Page 757
Recorded
11/10/05
Note: Mortgage
Tax Affidavit recorded in a separate book:
Miscellaneous
Book 115, Page 1
Recorded
11/10/05
|
|
|
Greenwood
County, Kansas
|
Book
287, Page 445
Recorded
11/15/05
|
|
|
Harper
County, Kansas
|
Book
132, Page 432
Recorded
11/17/05
|
|
|
Harvey
County, Kansas
|
Document
#109302
Mrtg.
Book 505, Page 540
Recorded
11/29/05
|
|
|
Haskell
County, Kansas
|
Volume
178, Pages 195-237
Recorded
11/07/05
|
|
|
Hodgemen
County, Kansas
|
Book
59, Page 51
Recorded
11/18/05
|
|
|
Kingman
County, Kansas
|
Book
260, Page 46
Recorded
11/14/05
|
|
|
Kiowa
County, Kansas
|
Book
75, Page 52
Recorded
11/15/05
|
|
|
Morton
County, Kansas
|
Receipt
# 2915
Book
139, Pages 158-200
Recorded
11/07/05
|
|
|
Ness
County, Kansas
|
Receipt
# 314
Volume
297, Pages 206-252
Recorded
11/07/05
|
|
|
Norton
County, Kansas
|
Book
141A, Page 617-659
Recorded
11/07/05
|
|
|
Pawnee
County, Kansas
|
Document
#20051654
Book
MG 194, Page 148
Recorded
11/17/05
|
|
|
Pratt
County, Kansas
|
Receipt
#5902
Book
310, Page 285
Recorded
11/16/05
|
|
|
Reno
County, Kansas
|
Mortgage:
Book
805, Page 269
Recorded
11/18/05
Assignment
of Leases & Rents:
Book
403, Page 228
Recorded
11/18/05
|
|
|
Rice
County, Kansas
|
Document
# 200503189
Book
272, Pages 377-442
Recorded
11/07/05
|
|
|
Rooks
County, Kansas
|
Book
0353, Pages 034-076
Recorded
11/07/05
|
|
|
Rush
County, Kansas
|
Book
70, Pages 699-718
Recorded
11/09/05
|
|
|
Saline
County, Kansas
|
Receipt
#29488
Book
1116, Page 1881
Recorded
11/10/05
|
|
|
Sedgwick
County, Kansas
|
DOC#/FLM-PG: 28739777
Recorded
12/08/05
|
|
|
Seward
County, Kansas
|
Document
# 3433
Volume
585, Pages 602-644
Recorded
11/07/05
|
|
|
Stafford
County, Kansas
|
Book
188, Page 562
Recorded
11/15/05
|
|
|
Sumner
County, Kansas
|
Book
700, Page 180
Recorded
11/17/05
|
|
|
Trego
County, Kansas
|
Document
# 134643
Book
134, Page 643
Recorded
11/07/05
|
|
|
Cameron
Parish, Louisiana
|
Document
#294721
Recorded
11/7/05
In
Conveyance Book and Mortgage Book
|
|
|
Terrebonne
Parish, Louisiana
|
Document
# 1223126
Book
1820, Page 33
Recorded
11/07/05
|
|
|
Vermilion
Parish, Louisiana
|
Document
# 20512269
Recorded
11/07/05
|
|
|
New
Madrid County, Missouri
|
Book
676, Pages 763-805
Recorded
11/08/05
|
|
|
Pettis
County, Missouri
|
Document
# 2005-7840
Recorded
11/08/05
|
|
|
Yellowstone
County, Montana
|
Document
#3356265
Recorded
11/09/05
|
|
|
Clark
County, Nevada
|
Document
# T20050201427
Book
20051103-0003908
Recorded
11/03/05
|
|
|
Alfalfa
County, Oklahoma
|
Document
# 032810
Book
587, Pages 278-321
Recorded
11/09/05
|
|
|
Beaver
County, Oklahoma
|
Document
# I-2005-003118
Book
1144, Pages 456-498
Recorded
11/08/05
|
|
|
Caddo
County, Oklahoma
|
Document
# 200500011496
Volume
2552, Page 30
Recorded
11/08/05
|
|
|
Canadian
County, Oklahoma
|
Document
# R 2005-27870
Book
RB 3130, Pages 353-395
Recorded
11/08/05
|
|
|
Cleveland
County, Oklahoma
|
Document
# R 2005-52599
Book
RB 4092, Pages 676-738
Recorded
11/08/05
|
|
|
Comanche
County, Oklahoma
|
Document
# 2005024362
Book
4847, Pages 1-43
Recorded
11/08/05
|
|
|
Creek
County, Oklahoma
|
Document
#05-16604
Book
583, Pages 1171-1902
Recorded
11/09/05
|
|
|
Garfield
County, Oklahoma
|
Document
#13272
Book
1783, Page 696
Recorded
11/14/05
|
|
|
Garvin
County, Oklahoma
|
Document
# I 2005-009493
Book
1754, Pages 0075-0209
Recorded
11/09/05
|
|
|
Kay
County, Oklahoma
|
Document
# I 2005-010356
Book
1335, Pages 0001-0101
Recorded
11/09/05
|
|
|
Kingfisher
County, Oklahoma
|
Document
# 5001
Book
2047, Pages 129-171
Recorded
11/08/05
|
|
|
Lincoln
County, Oklahoma
|
Document
# 10427
Book
1668, Pages 332-378
Recorded
11/08/05
|
|
|
Major
County, Oklahoma
|
Document
# I 2005-006940
Book
1643, Pages 0101-0143
Recorded
11/08/05
|
|
|
McClain
County, Oklahoma
|
Document
# I 2005-010403
Book
1770, Page 482-549
Recorded
11/08/05
|
|
|
McIntosh
County, Oklahoma
|
Document
# I 2005-157229
Book
727, Page 380-508
Recorded
11/14/05
|
|
|
Murray
County, Oklahoma
|
Document
# I 2005-003637
Book
0795, Pages 0131-0180
Recorded
11/08/05
|
|
|
Muskogee
County, Oklahoma
|
Document
# I 2005-014952
Book
3478, Pages 165-272
Recorded
11/08/05
|
|
|
Noble
County, Oklahoma
|
Document
# 2005-3587
Book
614, Pages 748-836
Recorded
11/08/05
|
|
|
Okfuskee
County, Oklahoma
|
Document
#385205
Book
980, Pages 392-452
Recorded
11/08/05
|
|
|
Oklahoma
County, Oklahoma
|
Document
#2005183425
Book
9932, Page 1917
Recorded
11/28/05
|
|
|
Pawnee
County, Oklahoma
|
Document
#3676
Book
608, Pages 212-276
Recorded
11/10/05
|
|
|
Payne
County, Oklahoma
|
Document
# I 2005-017039
Book
1607, Pages 0029-0152
Recorded
11/08/05
|
|
|
Pittsburg
County, Oklahoma
|
Document
# 143221
Book
001414, Page 394-505
Recorded
11/09/05
|
|
|
Pottawatomie
County, Oklahoma
|
Document
#200500016571
Recorded
11/16/05
|
|
|
Rogers
County, Oklahoma
|
Document
# 020610
Book
1727, Pages 328-372
Recorded
11/09/05
|
|
|
Seminole
County, Oklahoma
|
Document
#8336
Book
2753, Pages 66-241
Recorded
11/08/05
|
|
|
Stephens
County, Oklahoma
|
Document
# 000223
Book
3248, Pages 223-276
Recorded
11/07/05
|
|
|
Texas
County, Oklahoma
|
Document
# 200500681121
Book
1126, Pages 492-535
Recorded
11/07/05
|
|
|
Tulsa
County, Oklahoma
|
Document
# 2005134498
Recorded
11/10/05
|
|
|
Decatur
County, Tennessee
|
Document
# 05046190
Book
211, Pages 1-190
Recorded
11/08/05
|
|
|
Shelby
County, Tennessee
|
Document
# 05191379
Recorded
11/22/05
|
|
|
Anderson
County, Texas
|
Document
# 0509595
Volume
1938, Pages 0741-0782
Recorded
11/08/05
|
|
|
Austin
County, Texas
|
Document
# 056848
Recorded
11/03/05
|
|
|
Brazoria
County, Texas
|
Document
# 2005064181
Recorded
11/09/05
|
|
|
Camp
County, Texas
|
Document
# 19849
Volume
209, Pages 3-45
Recorded
11/03/05
|
|
|
Cherokee
County, Texas
|
Document
# 544777
Book
OR, Volume 1749,
Pages
660-701
Recorded
11/03/05
|
|
|
Fort
Bend County, Texas
|
Document
# 2005136862
Recorded
11/08/05
|
|
|
Franklin
County, Texas
|
Document
# 105036
Volume
0141, Pages 678-719
Recorded
11/07/05
|
|
|
Galveston
County, Texas
|
Document
# GAC 2005076691
Recorded
11/07/05
|
|
|
Gregg
County, Texas
|
Document
# 200524782
Recorded
11/03/05
|
|
|
Harris
County, Texas
|
Document
#Y887184
Microfilm
#RP 013-90-0565
Recorded
11/09/05
|
|
|
Hopkins
County, Texas
|
Document
#200500000104
OP
Book 551, Page 642
Recorded
11/03/05
|
|
|
Lubbock
County, Texas
|
Document
# 44199
Volume
10191, Pages 259-300
Recorded
11/03/05
|
|
|
Montgomery
County, Texas
|
Document
# 2005-124722
Microfilm
# 952-10-1426 - 1467
Recorded
11/08/05
|
|
|
Moore
County, Texas
|
Document
# 0157652
Book
0611, Pages 320-361
Recorded
11/07/05
|
|
|
Potter
County, Texas
|
Document
# 01064486
Volume
3673, Pages 353-395
Recorded
11/08 /05
|
|
|
Rusk
County, Texas
|
Document
# 2005-00020375
Volume
2598, Pages 521-563
Recorded
11/03/05
|
|
|
Smith
County, Texas
|
Document
# 2005-R0055474
Volume
7934, Pages 584-625
Recorded
11/07/05
|
|
|
Tarrant
County, Texas
|
Document
# D205330958
Recorded
11/03/05
|
|
|
Titus
County, Texas
|
Document
# 2005-00020375
Volume
2598, Pages 521-563
Recorded
11/03/05
|
|
|
Travis
County, Texas
|
Document
# 2005205819
Recorded
11/03/05
|
|
|
Upshur
County, Texas
|
Document
#200509659
Vol.
632, Page 47
Recorded
11/03/05
|
|
|
Waller
County, Texas
|
Document
# 508393
Volume
924, Pages 731-771
Recorded
11/09/05
|
|
|
Wood
County, Texas
|
Document
#00044414
Book
2119, Page 564
Recorded
11/07/05
|
|
|
Spokane
County, Washington
|
Document
#5309246
Recorded
11/22/05
Document
#5309247
Recorded
11/22/05
Document
#5309248
Recorded
11/22/05
Document
#5309249
Recorded
11/22/05
Document
#5309250
Recorded
11/22/05
|
|
|
Brown
County, Wisconsin
|
Document
# 2226638
Recorded
11/17/05
|
|
|
Lincoln
County, Wisconsin
|
Document
# 446414
Recorded
11/08/05
|
|
|
Oconto
County, Wisconsin
|
Document
# 581769
Volume
1178, Pages 498-540
Recorded
11/08/05
|
|
|
Outagamie
County, Wisconsin
|
Document
# 1687971
Recorded
11/08/05
|
|
|
Waupaca
County, Wisconsin
|
Document
# 717208
Recorded
11/08/05
|
|
|
Wood
County, Wisconsin
|
Document
# 2005R14528
Recorded
11/08/05
|
|
|
Natrona
County, Wyoming
|
Document
#779625
Recorded
11/08/05
|
4.
|
Supplement
to Amended and Restated Deed of Trust, Fee and Leasehold Mortgage,
Assignment of Leases and Rents, Security Agreement, Fixture Filing and
Financing Statement and Notice of Reinscription from SemCrude, L.P.,
SemPipe, L.P., SemFuel, L.P., SemKan, L.L.C., SemMaterials, L.P., K.C.
Asphalt, L.L.C., SemGas, L.P., and SemGas Gathering, L.L.C., as
Mortgagors, to PRLAP, Inc., as Texas Trustee, and Bank of America, N.A.,
Administrative Agent, effective as of
November 20,
2006
|
Recording Jurisdiction
|
Recording Data
|
Cooke
County, Texas
|
Document
00020355
Book
OPR, Vol. 1470, Page 292
Recorded
12/11/2006
|
|
|
Grayson
County, Texas
|
Document
2006-00030043
Recorded
12/08/2006
|
5.
|
Second
Supplement to Amended and Restated Deed of Trust, Amended and Restated
Deed of Trust, Amended and Restated Mortgage, Fee and Leasehold Mortgage,
Assignment of Leases and Rents, Security Agreement, Fixture Filing and
Financing Statement and Notice of Reinscription from SemCrude, L.P.,
SemPipe, L.P., SemFuel, L.P., SemKan, L.L.C., SemMaterials, L.P., K.C.
Asphalt, L.L.C., SemGas, L.P., and SemGas Gathering, L.L.C., as
Mortgagors, to PRLAP, Inc., as Texas Trustee, and Bank of America, N.A.,
Administrative Agent, effective as of
December 20,
2006
|
Recording Jurisdiction
|
Recording Data
|
Payne
County, Oklahoma
|
Document
#1-2007-002994
Book
1694, Page 1
Recorded
03/02/ 2007
|
6.
|
Second
Amendment to Amended and Restated Deed of Trust (for
Missouri, Montana, Nevada,
Tennessee, Texas, and Washington
), AMENDED AND RESTATED MORTGAGE
(for
Arkansas, Colorado,
Idaho, Illinois, Indiana, Kansas, Louisiana, Oklahoma, Wisconsin and
Wyoming
), Fee And Leasehold Mortgage, Assignment Of Leases And
Rents, Security Agreement, Fixture Filing And Financing Statement And
Notice Of Reinscription From SemCrude, L.P., SemPipe, L.P., SemFuel, L.P.,
SemKan, L.L.C.; SemMaterials, L.P., K. C. Asphalt, L.L.C., SemGas, L.P.;
And SemGas Gathering, L.L.C., as Mortgagors, to PRLAP, Inc., a Missouri
corporation, as Missouri Trustee; First American Title Company, as Montana
Trustee, PRLAP, INC., a North Carolina corporation, as Nevada Trustee,
PRLAP, INC., a Tennessee corporation, as Tennessee Trustee, PRLAP, INC., a
Texas corporation, as Texas Trustee, PRLAP, INC., a Washington
corporation, as Washington Trustee, and Bank of America, N.A.,
Administrative Agent, dated
December 20, 2006
(
Multi-state
mortgage
)
|
Recording Jurisdiction
|
Recording Data
|
Pulaski
County, Arkansas
|
Document
# 2007004184
Recorded
01/12/2007
|
|
|
Adams
County, Colorado
|
Reception
# 2007000004912
Recorded
01/12/2007
|
|
|
Mesa
County, Colorado
|
Reception
# 2358596
Book
4333, Page 637
Recorded
01/12/2007
|
|
|
Pueblo
County, Colorado
|
Document
# 1709669
Recorded
01/12/2007
|
|
|
Ada,
County, Idaho
|
Document
# 107005844
Recorded
01/12/2007
|
|
|
Cook
County, Illinois
|
Document
#0402913092
Recorded
01/29/2007
|
|
|
Peoria
County, Illinois
|
Doc.
# 07-01322
Filed
01/12/2007
|
|
|
Kosciusko
County, Indiana
|
Document
# 200700001071
Recorded
01/25/2007
|
|
|
Barber
County, Kansas
|
Book
182, Page 188
Recorded
01/24/2007
|
|
|
Barton
County, Kansas
|
Book
613, Page 8076
Receipt
# 81155
Recorded
01/22/2007
|
|
|
Butler
County, Kansas
|
Book
2007, Page 4473
Recorded
01/25/2007
|
|
|
Edwards
County, Kansas
|
Book
80, Page 126
Recorded
01/23/2007
|
|
|
Ellis
County, Kansas
|
Book
662, Page 662-710
Recorded
01/25/2007
|
|
|
Ford
County, Kansas
|
Mortgage
Book 355, Page 121
Recorded
01/26/2007
Note: Mortgage
Tax Affidavit recorded in a separate book:
Misc.
Book 118, Page 341
Recorded
01/26/2007
|
|
|
Greenwood
County, Kansas
|
Mtg.
Book 293, Page 389-453
Filed
01/22/2007
|
|
|
Harper
County, Kansas
|
Book
133, Page 119
Recorded
01/26/2007
|
|
|
Harvey
County, Kansas
|
Document
#118281
Mtge.
Book 528, Page 380
Recorded
02/20/2007
Document
#118282
Misc.
Book 403, Page 969
Recorded
02/20/2007
|
|
|
Haskell
County, Kansas
|
Vol.
# 184, Page 249-297
Recorded
01/19/2007
Note:
Mortgage Tax Affidavit recorded separately
Vol.
# 184, Page 298-334
Recorded
01/19/2004
|
|
|
Hodgeman
County, Kansas
|
Book
60, Page 64
Filed
01/29/2007
|
|
|
Kingman
County, Kansas
|
Doc.
# 12391
Book
268, Page 14
Filed
01/26/2007
|
|
|
Kiowa
County, Kansas
|
Book
75, Page 198
Recorded
02/01/2007
|
|
|
Morton
County, Kansas
|
Book
145, Page 492
Recorded
01/22/2007
|
|
|
Ness
County, Kansas
|
Book
307, page 256
Recorded
02/02/2007
|
|
|
Norton
County, Kansas
|
Book
147A, Page 419
Recorded
01/25/2007
|
|
|
Pawnee
County, Kansas
|
Doc.
20070085
Book
MG199, Page 23
Recorded
01/23/2007
|
|
|
Pratt
County, Kansas
|
Book
327, Page 533-600
Recorded
01/22/2007
|
|
|
Reno
County, Kansas
|
Mort.
Only - Book 813, Page 30
Recorded
01/23/2007
Assign Rents & Leases
Book
416, Page 106
Recorded
01/23/2007 (Recorded separately)
|
|
|
Rice
County, Kansas
|
Mtg.
Book 278, Page 701
Filed
01/25/2007
|
|
|
Rooks
County, Kansas
|
Book
366, Page 159-207
Recorded
01/22/2007
|
|
|
Rush
County, Kansas
|
Book
72, Page 690-745
Recorded
01/22/2007
|
|
|
Saline
County, Kansas
|
Book
1144, Page 697
Recorded
01/25/2007
|
|
|
Sedgwick
County, Kansas
|
Doc
# / FLM-PG: 28850934
Receipt
# 1645434
Recorded
01/22/2007
|
|
|
Seward
County, Kansas
|
Document
# 185
Vol.
599, Page 460
Recorded
01/22/2007
|
|
|
Stafford
County, Kansas
|
Book
195, Page 689-784
Receipt
# 5058
Recorded
01/23/2007
|
|
|
Sumner
County, Kansas
|
Book
732, Page 374
Recorded
01/25/2007
|
|
|
Trego
County, Kansas
|
Book
144, Page 51
Recorded
01/26/2007
|
|
|
New
Madrid County, Missouri
|
Book
695, Page 364-413
Recorded
01/12/2007
|
|
|
Pettis
County, Missouri
|
Document
# 2007-0241
Recorded
01/12/2007
|
|
|
Yellowstone
County, Montana
|
Doc.
# 3407370
Filed
01/12/2007
|
|
|
Clark
County, Nevada
|
Document
#T20070018695
Book/Page
20070201-0001081
Recorded
02/01/2007
|
|
|
Alfalfa
County, Oklahoma
|
Document
# 036475
Book
599, Page 131-180
Recorded
01/17/2007
|
|
|
Beaver
County, Oklahoma
|
Document
#1-2007-000128
Book
1165, Page 594
Recorded
01/19/2007
|
|
|
Caddo
County, Oklahoma
|
Instr.
# 200700000773
Vol.
2609, Page 313-369
Recorded
01/18/2007
|
|
|
Canadian
County, Oklahoma
|
Document
# R 2007 1296
Book
RB 3284, Page 950-998
Recorded
01/18/2007
|
|
|
Cleveland
County, Oklahoma
|
Document
# R 2007 2022
Book
RB 4288, Page 285-353
Recorded
01/17/2007
|
|
|
Comanche
County, Oklahoma
|
Document
# 2007001089
Book
5235, Page 123-171
Recorded
01/17/2007
|
|
|
Creek
County, Oklahoma
|
Document
#07-2191
Book
627, Page 193
Recorded
02/20/2007
|
|
|
Garfield
County, Oklahoma
|
Doc.
# 700
Book
1840, Page 347-399
Recorded
01/17/2007
|
|
|
Garvin
County, Oklahoma
|
Document
# I-2007-000394
Book
1796, Page 726-866
Recorded
01/18/2007
|
|
|
Kay
County, Oklahoma
|
Document
#1-2007-001600
Book
1385, Page 17
Recorded
02/21/2007
|
|
|
Kingfisher
County, Oklahoma
|
Document
# 0211
Book
2125, Page 209-257
Recorded
01/17/2007
|
|
|
Lincoln
County, Oklahoma
|
Document
# 00561
Book
1730, Page 773
Recorded
01/18/2007
|
|
|
Major
County, Oklahoma
|
Document
# I-2007-000201
Book
1676, Page 146-194
Recorded
01/17/2007
|
|
|
McClain
County, Oklahoma
|
Document
# I-2007-000451
Book
1824, Page 18-91
Recorded
01/17/2007
|
|
|
McIntosh
County, Oklahoma
|
Document
#1-2007-167822
Book
766, Page 335
Recorded
02/05/2007
|
|
|
Murray
County, Oklahoma
|
Document
# I-2007-000165
Book
853, Page 87-142
Recorded
01/17/2007
|
|
|
Muskogee
County, Oklahoma
|
Document
# I-2007-000954
Book
3660, Page 175-223
Recorded
01/18/2007
|
|
|
Noble
County, Oklahoma
|
Document
# I-2007-000154
Book
632, Page 64-158
Recorded
01/17/2007
|
|
|
Okfuskee
County, Oklahoma
|
Document
# I-2007-393180
Book
1003, Page 615-681
Recorded
01/22/2007
|
|
|
Oklahoma
County, Oklahoma
|
Doc.
# 2007013078
Book
10373, Page 1117-1165
Filed
01/29/2007
|
|
|
Pawnee
County, Oklahoma
|
Document
# 0158
Book
624, Page 464-534
Recorded
01/17/2007
|
|
|
Payne
County, Oklahoma
|
Document
#1-2007-002995
Book
1694, Page 68
Recorded
03/02/2007
|
|
|
Pittsburg
County, Oklahoma
|
Document
# 163159
Book
1496, Page 710-762
File
01/23/2007
|
|
|
Pottawatomie
County, Oklahoma
|
Instr.
# 200700000702
Recorded
01/17/2007
|
|
|
Rogers
County, Oklahoma
|
Document
# I-2007-001056
Book
1839, Page 257-307
Recorded
01/17/2007
|
|
|
Seminole
County, Oklahoma
|
Document
# 315
Book
2869, Page 12-193
Recorded
01/17/2007
|
|
|
Stephens
County, Oklahoma
|
Document
# 76-1845
Book
3458, Page 191-250
Recorded
01/17/2007
|
|
|
Texas
County, Oklahoma
|
Instr.
# 200700000242
Book
OR 1151, Page 739-788
Filed
01/17/2007
|
|
|
Tulsa
County, Oklahoma
|
Document
#2007024205
Recorded
03/07/2007
|
|
|
Decatur
County, Tennessee
|
Document
# 07049829
Book
225, Page 4-51
Recorded
01/12/2007
|
|
|
Shelby
County, Tennessee
|
Instr.
# 07015061
Batch
# 465056
Recorded
01/23/2007
|
|
|
Anderson
County, Texas
|
Inst.
# 0700544
Vol.
# 2012, Page 834-881
Recorded
01/12/2007
|
|
|
Austin
County, Texas
|
Document
# 070202
Recorded
01/12/2007
|
|
|
Brazoria
County, Texas
|
Document
# 2007002654
Recorded
01/12/2007
|
|
|
Camp
County, Texas
|
File
# 23839
Vol.
# 231, Page 523-571
Recorded
01/12/2007
|
|
|
Cherokee
County, Texas
|
Document
#00560764
Book
OR, Vol. 1830, Page 361
Recorded 01/12/2007
|
|
|
Fort
Bend County, Texas
|
Document
# 2007009597
Recorded
01/23/2007
|
|
|
Franklin
County, Texas
|
File
# 110358
Vol.
# 165, Page 591-639
Recorded
01/12/2007
|
|
|
Galveston
County, Texas
|
Document
#2007002990
Recorded
01/12/2007
|
|
|
Gregg
County, Texas
|
Document
#200700978
Recorded
01/12/2007
|
|
|
Harris
County, Texas
|
Document
# 20070029086
Microfilm
# RP 037-84-0663
Recorded
01/12/2007
|
|
|
Hopkins
County, Texas
|
File
# 2007-218
Book
OP, Vol. 606, Page 413-461
Recorded
01/17/2007
|
|
|
Lubbock
County, Texas
|
File
# 2007001711
Recorded
01/12/2007
|
|
|
Montgomery
County, Texas
|
File
3 2007-005337
Microfilm
# 261-11-0564
Recorded
01/12/2007
|
|
|
Moore
County, Texas
|
File
# 0162133
Book
631, Page 549
Recorded
01/25/2007
|
|
|
Potter
County, Texas
|
Document
# 01094334
Vol.
# 3830, Page 553
Recorded
01/12/2007
|
|
|
Rusk
County, Texas
|
Document
# 000041930
Vol.
# 2714, Page 455
Recorded
01/12/2007
|
|
|
Smith
County, Texas
|
Instr.
# 2007-R00002328
Recorded
01/12/2007
|
|
|
Tarrant
County, Texas
|
Instrument
#D207015171
01/12/2007
|
|
|
Titus
County, Texas
|
Document
# 000284
Vol.
# 1893, Page 300
Recorded
01/17/2007
|
|
|
Travis
County, Texas
|
Doc.
# 2007007433
Filed
01/12/2007
|
|
|
Upshur
County, Texas
|
Document
# 200700419
Vol.
# 713, Page 158
Recorded
01/12/2007
|
|
|
Waller
County, Texas
|
Document
# 700414
Vol.
# 1011, Page 465-513
Recorded
01/12/2007
|
|
|
Wood
County, Texas
|
Doc.
# 65219
Book
2214, Page 681-729
Recorded
01/12/2007
|
|
|
Spokane
County, Washington
|
Document
#5497439
Recorded
02/14/2007
|
|
|
Brown
County, Wisconsin
|
Document
# 2294644
Recorded
01/12/2007
|
|
|
Lincoln
County, Wisconsin
|
Document
# 456455
Recorded
01/12/2007
|
|
|
Oconto
County, Wisconsin
|
Document
# 598055
Vol.
# 1243, Page 824-872
Recorded
01/12/2007
|
|
|
Outagamie
County, Wisconsin
|
Document
# 1738041
Recorded
01/12/2007
|
|
|
Waupaca
County, Wisconsin
|
Document
#737311
Recorded
04/02/2007
|
|
|
Wood
County, Wisconsin
|
Doc.
# 2007R00828
Filed
01/25/2007
|
|
|
Natrona
County, Wyoming
|
Document
# 809678
Recorded
01/12/2007
|
7.
|
Partial
Release executed by Bank of America, N.A., as Administrative Agent,
SemMaterials, L.P. and K.C. Asphalt, L.L.C., dated as of
February 20,
2008
.
|
Recording Jurisdiction
|
Recording Data
|
Pulaski
County, Arkansas
|
Document
# 2008018692
Recorded
03/19/2008
|
|
|
Adams
County, Colorado
|
Reception
# 2008000023595
Recorded
03/26/2008
|
|
|
Mesa
County, Colorado
|
Reception
# 2429407
Book
4624, Page 706
Recorded
03/18/2008
|
|
|
Pueblo
County, Colorado
|
Document
# 1762043
Recorded
03/18/2008
|
|
|
Ada,
County, Idaho
|
Document
# 108029300
Recorded
03/13/2008
|
|
|
Cook
County, Illinois
|
Document
#0807918003
Recorded
03/19/2008
|
|
|
Peoria
County, Illinois
|
Doc.
# 08-08974
Filed
03/08/2008
|
|
|
Kosciusko
County, Indiana
|
Document
# 200800003592
Recorded
03/17/2008
|
|
|
Ford
County, Kansas
|
Book
145, Page 319
Recorded
06/06/2008
|
|
|
Saline
County, Kansas
|
Book
1174, Page 1486
Recorded
06/12/2008
|
|
|
New
Madrid County, Missouri
|
Book
716, Page 75
Recorded
03/29/2008
|
|
|
Pettis
County, Missouri
|
Document
# 2008-1754
Recorded
03/24/2008
|
|
|
Yellowstone
County, Montana
|
Doc.
# 3457847
Filed
03/14/2008
|
|
|
Clark
County, Nevada
|
Document
#2008 0318-0002571
Recorded
03/18/2008
|
|
|
Carter
County, Oklahoma
|
Document
No. I-2008-011026
Book
4880, Page 1
Recorded
08/19/2008
|
|
|
Comanche
County, Oklahoma
|
Document
# I-2008-014013
Book
005676, Page 0111
Recorded
07/22/2008
|
|
|
Muskogee
County, Oklahoma
|
Document
# I-2008-008911
Book
3865, Page 139
Recorded
07/22/2008
|
|
|
Rogers
County, Oklahoma
|
Document
# I-2008-013229
Book
1972, Page 743
Recorded
08/13/2008
Document
# I-2008-011857
Book
1967, Page 725
Recorded
07/22/2008
Document
# ____________
Book
______, Page ______
Recorded
on or about the date hereof [Catoosa, OK (Koch)]
|
|
|
Decatur
County, Tennessee
|
Document
# 08053974
Book
240, Page 122
Recorded
05/13/2008
|
|
|
Shelby
County, Tennessee
|
Document
No. 08049578
Recorded
04/14/2008
|
|
|
Lubbock
County, Texas
|
File
# 2008032233
Recorded
08/18/2008
|
|
|
Tarrant
County, Texas
|
Instrument
#D208297985
Recorded
07/31/2008
|
|
|
Travis
County, Texas
|
Doc.
# 2008044011
Filed
03/20/2008
|
|
|
Spokane
County, Washington
|
Document
# 5701743
Recorded
07/28/2008
Document
# 5654309
Recorded
03/20/2008
|
EXHIBIT
A
2009
CONTRIBUTION AGREEMENT
[Attached]
[Excluded
for purposes of recording.]
EXHIBIT
B
CONVEYED
LAND PROPERTY DESCRIPTION
[Attached]
Locations for
filing:
1.
|
Little
Rock, Pulaski County, AR
|
2.
|
Denver-C,
Adams County, CO
|
3.
|
Grand
Junction, Mesa County, CO
|
4.
|
Pueblo,
Pueblo County, CO
|
6.
|
Chicago,
Cook County, IL
|
7.
|
Pekin,
Peoria County, IL
|
8.
|
Warsaw,
Kosciusko County, IN
|
9.
|
Dodge
City, Ford County, KS
|
10.
|
Salina,
Saline County, KS
|
11.
|
New
Madrid, New Madrid County, MO
|
12.
|
Sedalia,
Pettis County, MO
|
13.
|
Billings,
Yellowstone County, MT
|
14.
|
Las
Vegas, Clark County, NV
|
15.
|
Ardmore,
Carter County, OK
|
16.
|
Catoosa
(Koch), Rogers County, OK
|
17.
|
Catoosa
(Port 33), Rogers County, OK
|
18.
|
Catoosa
(Port of Catoosa-Frontier), Rogers County,
OK
|
19.
|
Lawton,
Comanche County, OK
|
20.
|
Muskogee,
Muskogee County, OK
|
21.
|
Memphis
(PMAC-Shelby Co.), Shelby County,
TN
|
22.
|
Parsons,
Decatur County, TN
|
23.
|
Austin,
Travis County, TX
|
24.
|
Lubbock,
Lubbock County, TX
|
25.
|
Saginaw,
Tarrant County, TX
|
26.
|
Spokane
(Hillyard), Spokane County, WA
|
27.
|
Spokane
Valley, Spokane County, WA
|
EXHIBIT
S
SGLP
LENDER RELEASE
See
attached.
[See
Exhibit 10.14 to the Current Report on Form 8-K filed on April 10,
2009.]
EXHIBIT
10.2
SHARED
SERVICES AGREEMENT
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
.”
W
I T N E S S E T H
WHEREAS,
Service Provider and Service Recipient have entered into a Master Agreement,
dated as of the date hereof (the “
Master Agreement
”),
pursuant to which, among other things, Service Provider will provide certain
services for Service Recipient’s crude related operations (the “
Service Recipient
Business
”);
WHEREAS,
after the date hereof, Service Recipient will operate the Service Recipient
Business independently of the Service Provider’s crude related operations (the
“
Service Provider
Business
”);
WHEREAS,
Service Recipient desires Service Provider to provide Service Recipient with
certain services related to the Service Recipient Business, which are more
particularly described on
Exhibits A
,
B
and
C
hereof (the “
Services
”);
and
WHEREAS,
the Parties desire to track shared overhead and operating services and expenses
in accordance with the terms hereof on a basis reasonably related to actual use
and cost of services rendered.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
SECTION
1.
DEFINITIONS.
Unless
otherwise expressly noted, the words “hereof,” “herein,” “hereunder,” and words
of similar import shall refer to this Agreement as a whole and not to any
particular section, subsection or clause of it, and references herein to an
exhibit, schedule, section, subsection, or clause shall refer to those of or in
this Agreement. The meanings of terms defined herein shall be equally
applicable to both the singular and plural forms of those terms.
SECTION
2.
SERVICES.
(a)
Subject
to the terms and conditions hereof, during the Term (as hereinafter defined),
Service Provider shall provide to Service Recipient the Services set forth in
Exhibits A
,
B
and
C
hereof.
(b)
As may be
required or at its option, and after receiving the written consent of Service
Recipient, which shall not be unreasonably withheld, conditioned or delayed,
Service Provider may cause any Service outlined hereunder to be provided by any
third party (an “
Outsourced
Service
”). Service Recipient hereby consents to any Outsourced
Services that are in existence as of the date hereof. Notwithstanding
anything to the contrary contained herein, Service Provider will not be
responsible for the quality of any Outsourced Service so long as Service
Provider reasonably selects the provider of such Services. In the
event an Outsourced Service provider commits a breach of an Outsourced Service
agreement that has, or in the reasonable judgment of Service Recipient has the
potential to have, a material adverse impact on Service Recipient, Service
Provider shall use commercially reasonable efforts to enforce any claims and
pursue any rights or remedies Service Provider may have against the Outsourced
Service provider for such breach or potential breach in the same manner with
which Service Provider seeks to enforce such a claim or pursue such rights or
remedies in respect of such a breach or potential breach adversely affecting
Service Provider. Service Provider shall use commercially reasonable
efforts to have Service Recipient be a third party beneficiary of any rights or
remedies Service Provider may have against the Outsourced Service provider for
any breach arising from or relating to any Outsourced Service. For
greater clarity and subject to
Section 11
, nothing
in this Agreement shall be interpreted as to relieve Service Provider from any
of its obligations hereunder, including its obligation to provide the Services
it is required to provide hereunder.
(c)
Notwithstanding
any other provision of this Agreement and without limiting the rights of Service
Recipient for a breach of Service Provider of its obligations under this
Agreement, Service Recipient shall have exclusive control and decision making
authority with respect to the Service Recipient Business and shall be
responsible for ensuring that the Service Recipient Business is in compliance
with all Applicable Laws. Service Provider shall not be responsible
for any Liabilities arising from (i) Service Provider’s compliance with any
instruction, direction or parameter given by Service Recipient or any constraint
imposed by Service Recipient or (ii) Service Recipient’s decision to not
implement any actions recommended by Service Provider in connection with its
provision of Services to Service Recipient.
SECTION
3.
FUNDING OF
EXPENSES.
The
Parties agree that Service Recipient will accrue for and pay its direct
expenses, including, without limitation, licensing, registration fees, taxes,
surety bonds, legal fees, auditing fees and other outside vendors with whom
Service Recipient contracts; and the expense allocation payable under
Exhibits A
,
B
and
C
hereto. Service Provider further agrees that it will apportion or
chargeback any expenses at the end of each month, or any other applicable
billing period, and will not true up any such expenses to Service Recipient at
the end of any fiscal year.
SECTION
4.
TERM AND
TERMINATION.
4.1
Term
.
Exhibits A
,
B
and
C
specifically
outline the term for which Services will be provided (the “
Term
”).
4.2
Effect of
Termination
. Each Party’s obligations to perform with respect
to the particular Service or Services provided to or by it hereunder shall end
as of the effective date of its termination in accordance with this Agreement;
provided
,
however
, that each
Party shall remain liable to the other as provided for hereunder with respect to
(a) any obligations accruing under this Agreement prior to the effective date of
such termination, or (b) as otherwise provided in this
Agreement. Notwithstanding anything in this Agreement to the
contrary,
Sections
4.2
,
9
,
10
and
13
shall survive the
expiration or termination of this Agreement.
SECTION
5.
COMPENSATION, PAYMENT AND
AUDIT REVIEWS.
5.1
Payment
of Service Fees to Service Provider
. In consideration for
Service Provider providing the Services to Service Recipient, Service Recipient
shall pay Service Provider the Service Fees in accordance with
Section 5.3
below.
5.2
Service
Fees
.
(a)
Not later
than fifteen (15) days following the end of each month, Service Provider shall
deliver to Service Recipient a statement (the “
Monthly Statement
”)
that details the actual cost allocable for Services to Service Recipient for
that month as set forth on
Exhibits A
,
B
and
C
(the “
Service
Fees
”). Acceptable forms of delivery for the Monthly Statement
include facsimile, electronic mail, postal mail and hand delivery.
(b)
Service
Recipient shall have the right to review the supporting documentation for such
Monthly Statement pursuant to
Section 5.4
and
Service Recipient shall have thirty (30) days after its receipt of the Monthly
Statement to deliver a written notice to Service Provider (the “
Dispute Notice
”)
setting forth the items in dispute in reasonable details (the “
Disputed
Items
”). During the thirty (30) day period following delivery
of the Dispute Notice (the “
Resolution Period
”),
the Parties will use commercially reasonable efforts to reach agreement on the
Disputed Items set forth in the Dispute Notice. If the Parties are
unable to reach an agreement during the Resolution Period, then they will
appoint a mutually acceptable independent party to review the Dispute Notice and
determine the final amount of the Disputed Items. If the Parties are
unable to agree on a single independent party within fifteen (15) days after the
end of the Resolution Period, then the Parties will each appoint one (1)
independent party, who will jointly select a third independent party (singly or
collectively, the “
Referee
”), within
thirty (30) days after the end of the Resolution Period. The Referee
shall deliver its determination to the Parties within thirty (30) days from the
date of its engagement. The Referee’s report shall be final and
binding upon the Parties. The cost of the Referee’s engagement and
report shall be shared fifty percent (50%) by Service Provider and fifty percent
(50%) by Service Recipient. Notwithstanding anything herein to the
contrary, Service Provider shall continue providing Services during such time as
a dispute exists and nonpayment by Service Recipient of any Disputed Items that
are outstanding in accordance with this
Section 5.2(b)
shall
not constitute a breach of this Agreement.
(c)
In
accordance with Service Provider’s normal practices as of the date hereof,
Service Provider shall maintain reasonably complete and accurate records of and
supporting documentation for all charges and costs and all other data and/or
information created, generated, collected, processed or stored by Service
Provider in connection with the provision of the Services as provided for in
this Agreement (collectively, the “
Service
Records
”). Service Provider shall retain the Service Records
in accordance with Service Recipient’s record retention policy as set forth in
Service Recipient’s policies and procedures manual and previously communicated
(in writing or electronically) to Service Provider. Service Recipient
shall promptly notify Service Provider in writing or electronically of any
modifications to its record retention policy. In the event of the
termination of any Service provided by Service Provider under this Agreement,
Service Provider shall provide Service Recipient with a copy of all Service
Records pertaining to such terminated Service at Service Recipient’s
cost.
5.3
Payments
of Service Fees by Service Recipient
.
Service Recipient
shall pay all Service Fees promptly, but no later than fifteen (15) days after
its receipt of the Monthly Statement to which such Service Fees apply, via wire
transfer of immediately available funds into a bank account designated by
Service Provider, except for Disputed Items that remain outstanding in
accordance with
Section 5.2(b)
of
this Agreement. If Service Recipient disputes any portion of a
Monthly Statement, Service Recipient must pay the undisputed
portion. Overdue amounts that are resolved in favor of Service
Provider will accrue interest at the one-month London Interbank Offered Rate
from the date that payment is due until paid in full. If overdue
amounts are resolved in favor of Service Provider, then Service Recipient will
pay all of Service Provider’s reasonable, out-of-pocket costs (including
reasonable attorney’s fees) of collecting past due payments and late payment
charges;
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
5.2(b)
. If overdue amounts are resolved in favor of Service
Recipient, then Service Provider will pay all of Service Recipient’s reasonable,
out-of-pocket costs (including reasonable attorney’s fees) of defending itself;
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
5.2(b)
. Any Disputed Items shall be resolved in accordance
with
Section
5.2(b)
of this Agreement.
5.4
Audit
Review
.
(a)
Upon the
request of Service Recipient for an audit (which shall be limited to two per
calendar year), Service Provider agrees to afford Service Recipient’s
accountants (and internal and external auditors, inspectors, regulators and
other representatives that Service Recipient may designate from time to time)
reasonable access, during normal business hours and upon reasonable notice
during the Term, to the Service Records, and shall furnish promptly such
information concerning the Services and the Service Fees as Service Recipient’s
accountants (and internal and external auditors, inspectors, regulators and
other representatives that Service Recipient may designate from time to time)
reasonably request;
provided
,
however
, that such
investigation shall not unreasonably disrupt Service Provider’s
operations. Notwithstanding any provision of this
Section 5
to the
contrary, Service Recipient and its internal and external auditors, inspectors,
regulators and other representatives shall not be given access to (i) the
proprietary information of customers of Service Provider or (ii) Service
Provider’s facilities that are not related to the provision of the
Services. Each Party will be responsible for its own costs associated
with any audit activity pursuant to this
Section
5.4(a)
.
(b)
Following
any audit, Service Recipient shall conduct (in the case of an internal audit),
or request its external auditors or examiners to conduct, an exit conference
with Service Provider to obtain factual concurrence with issues identified in
the review. Service Provider and Service Recipient shall meet to
review each audit report promptly after the issuance thereof and discuss any
deficiencies, concerns or recommendations in such audit report with respect to
the Service Records.
5.5
Notification
and Disclosure Matters
. Service Provider will notify Service
Recipient within forty-eight (48) hours regarding any issues pertaining to
Service Recipient in accordance with the disclosure procedures in place as of
the date hereof.
5.6
Service
Fees Budget
.
Service Provider,
in consultation with Service Recipient, shall generate, on or prior to the last
day of November each year, an estimate of the budgeted Service Fees for the
aggregate cost of Services allocable to Service Recipient for the following year
(“
Budgeted Service
Fees
”). The Budgeted Service Fees shall be used solely for
planning purposes. For the year ending on December 31, 2009 (the
“
2009 Fiscal
Year
”), Service Provider shall provide (i) an initial estimate of the
Budgeted Service Fees for the remainder of the 2009 Fiscal Year and (ii) a more
final estimate of the Budgeted Service Fees for the remainder of the 2009 Fiscal
Year no later than May 31, 2009.
SECTION
6.
TAXES.
Service
Recipient shall pay all applicable sales and use taxes required to be paid on
Services provided to Service Recipient that may be due or become due in
connection with Service Provider’s performance of the
Services. Service Provider shall reasonably cooperate with Service
Recipient in order to permit Service Recipient to establish any exemption from
or reduction to, or obtain any credit or refund of, any such sales and use
Taxes.
SECTION
7.
PURPOSE.
7.1
Rights
and Obligations
. The Parties hereby enter into this Agreement
for the purpose of setting forth their respective rights and obligations
relating to (i) the furnishing of Services and (ii) the sharing of costs
associated therewith between Service Provider and Service
Recipient.
7.2
Nature of
the Relationship
.
(a)
The
relationship of the Parties under this Agreement is and shall be limited to one
of contract. Neither the contractual relationship between the Parties
established hereby nor any provision of this Agreement shall be construed to
create a partnership or joint venture between the Parties, or make either Party
in any way responsible for the indebtedness, obligations, legal compliance or
other liabilities of the other Party, except as specifically herein
provided. Neither Party shall have any authority or power to act for
or bind the other or to encumber, lease or convey any part of or interest in the
other Party’s property. The Parties shall develop procedures and
practices so that the interests of any Party are not favored or required to be
preferred over the interests of the other, except as provided
herein.
(b)
Except as
provided herein, this Agreement shall not in any manner (i) limit the
Parties in carrying on their respective separate businesses or activities,
(ii) impose upon either Party any fiduciary duty vis-a-vis the other or
(iii) impose upon either Party any obligation or liability.
(c)
The
Parties recognize that some of their respective operations are located at shared
sites and that necessary interactions result from the proximity of their
businesses and the shared responsibilities resulting from the use of the shared
sites. The businesses of the respective Parties will be managed by
the Parties, as independent companies, and each will act and conduct business
independently. Further, each Party recognizes its responsibility to
support the capability of each other Party to continue to conduct their
respective businesses for routine and non-routine activities (including but not
limited to start-up, shut down, emergency and other infrequent or unanticipated
opportunities or events).
SECTION
8.
NON-LIABILITY OF THE
PARTIES.
8.1
Standard
of Care
. Service Provider shall perform the Services in a good
and workmanlike manner, exercising reasonable skill, care and diligence in
performing the same, (i) consistent in all material respects with the practices
and processes followed or implemented by Service Provider when performing the
same Services in connection with the Service Provider Business, (ii) with the
same priority it would afford Service Provider’s operations and (iii) in
accordance with prudent industry practices and Applicable Law. Except
as described herein or due to a breach hereof, unless caused by the gross
negligence or willful misconduct of a Party, the respective Parties shall not be
liable for any damage arising out of their performance of this Agreement,
whether with respect to the person or property of the other Party or of any of
its employees, agents, or invitees, or otherwise.
8.2
Disclaimer
of Warranties; Limitation of Liability
.
SERVICE PROVIDER
MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ANY OF THE
SERVICES AND SERVICE PROVIDER DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES
IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT FOR THE PARTIES’
INDEMNIFICATION OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD PARTIES, THE
PARTIES’ LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT, ACTUAL DAMAGES
ONLY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIFIC PERFORMANCE,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR
OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS AGREEMENT.
SECTION
9.
INDEMNIFICATION.
9.1
Subject
to
Section 8
,
each Party (each an “
Indemnitor
”) shall
defend, indemnify, and hold harmless the other Party, each of such Party’s
Affiliates, and the officers, employees, directors, representatives and agents
of such Party and its Affiliates (collectively, “
Indemnitees
”) from
and against any and all Liabilities to the extent that they result from, arise
out of or relate to (a) an Indemnitor’s (i) breach of this Agreement, (ii)
failure to comply with any contract with a third party relating to the Services
or (iii) failure to comply with Applicable Law or (b) any gross negligence or
willful misconduct of such Indemnitor, its Affiliates or its officers,
employees, directors, managers, representatives or agents in connection with the
performance of such Party’s obligations under this Agreement. Such
Liabilities shall include, but not be limited to, reasonable attorneys’ fees and
any other out-of-pocket expenses incurred by an Indemnitee in defending or
prosecuting any lawsuit or action that arises out of the performance of this
Agreement. Notwithstanding the foregoing, however, an Indemnitor
shall not be liable to defend, indemnify or hold harmless any Indemnitee for any
Liabilities arising out of or resulting from the gross negligence or willful
misconduct of such Indemnitee.
9.2
In
addition to the indemnification obligations contained in
Section 9.1
above,
Service Recipient shall defend, indemnify, and hold harmless Service Provider,
each of Service Recipient’s Affiliates, and the officers, employees, directors,
representatives and agents of Service Provider and its Affiliates from and
against any and all Liabilities to the extent that they result from, arise out
of or relate to any allegation, claim, administrative finding or judicial
determination that Service Provider, by virtue of its performance of this
Agreement is an ‘operator’ or ‘generator’ under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or analogous state
laws, of any real property owned, operated, leased or occupied by Service
Recipient. For purposes of
Section 9
, Service
Recipient shall be an “Indemnitor” and Service Providers and its Affiliates and
their respective officers, employees, directors and agents shall be
“Indemnitees”.
9.3
The
Parties’ obligations to defend, indemnify and hold each other harmless under the
terms of this Agreement shall not vest any rights in or be enforceable by any
third party, whether a Governmental Authority or private entity, nor shall they
be considered an admission of liability or responsibility for any purposes other
than those enumerated in this Agreement. The terms of this Agreement
are enforceable only by the Parties and their permitted successors and assigns,
and no third party, including a member of Service Recipient, shall have a
separate right to enforce any provision of this Agreement, or to compel any
Party to comply with the terms of this Agreement.
9.4
The
Indemnitee shall notify the Indemnitor as soon as practicable after receiving
notice of any claim or proceeding brought against it that might give rise to an
indemnity claim under this Agreement (an “
Indemnification
Claim
”) and shall furnish to the Indemnitor the complete details within
its knowledge. Any delay or failure by the Indemnitee to give notice
to the Indemnitor shall not relieve the Indemnitor of its obligations except to
the extent, if any, that the Indemnitor shall have been materially prejudiced by
reason of such delay or failure.
9.5
The
Indemnitor shall have the right to assume the defense, at its own expense and by
its own counsel, of any Indemnification Claim;
provided
,
however
, that such
counsel is reasonably acceptable to the Indemnitee Notwithstanding
the Indemnitor’s appointment of counsel to represent an Indemnitee, the
Indemnitee shall have the right to employ separate counsel reasonably acceptable
to the Indemnitor, and the Indemnitor shall bear the reasonable fees, costs and
expenses of such separate counsel if in the Indemnitee’s reasonable judgment (a)
the use of counsel chosen by the Indemnitor to represent the Indemnitee would
present such counsel with a conflict of interest or defenses that are available
to the Indemnitee that are not available to the Indemnitor or (b) the Indemnitor
shall not have employed counsel to represent the Indemnitee within a reasonable
time after notice of the institution of such Indemnification
Claim. If requested by the Indemnitor, the Indemnitee Party agrees to
reasonably cooperate with the Indemnitor and its counsel in contesting any claim
or proceeding that the Indemnitor defends, including, if appropriate, making any
counterclaim or cross-complaint. All reasonably incurred costs and
expenses incurred in connection with the Indemnitee’s cooperation shall be borne
by the Indemnitor.
9.6
No
Indemnification Claim may be settled or compromised by (a) the Indemnitee
without the written consent of the Indemnitor or (b) by the Indemnitor without
the written consent of the Indemnitee.
SECTION
10.
CONFIDENTIALITY.
From and
after the date hereof, each Party shall not and shall cause their directors,
officers, employees and Affiliates not to, directly or indirectly, disclose,
reveal, divulge or communicate to any person other than authorized officers,
directors and employees and Affiliates of the Party or use or otherwise exploit
for its own benefit any Confidential Information (as defined
below). No Party shall have any obligation to keep confidential (or
cause its officers, directors or Affiliates to keep confidential) any
Confidential Information if and to the extent disclosure thereof is specifically
required by Applicable Law or a dispute between the Parties;
provided
,
however
, that in the
event disclosure is required by Applicable Law or by regulation and as required
by regulatory authorities, the relevant Party shall, to the extent reasonably
possible, provide the other Party with prompt notice of such requirement prior
to making any disclosure so that the other Party may seek an appropriate
protective order. For purposes of this Agreement, “
Confidential
Information
” means any information with respect to the
operations and business practices of the other Party, including methods of
operation, customer lists, products, prices, fees, costs, inventions, trade
secrets, know-how, marketing methods, plans, personnel, suppliers, competitors,
markets or other specialized information or proprietary
matters. “Confidential Information” does not include, and there shall
be no obligation hereunder with respect to, information that (i) is generally
available to the public on the date of this Agreement or (ii) becomes generally
available to the public other than as a result of a disclosure not otherwise
permissible hereunder. The Parties consent to the filing of this
Agreement (i) with the Bankruptcy Court in connection with the Bankruptcy Cases
and (ii) with the Securities and Exchange Commission.
SECTION
11.
FORCE
MAJEURE.
11.1
If
Service Provider shall be delayed, hindered in or prevented from performing any
act required to be performed by it hereunder by any cause or circumstance which
is beyond its control including, without limitation, an act of god, strikes,
lockouts or other labor troubles occurring with respect to those sites for which
Services are being provided hereunder, inability to procure materials (including
energy), power failure, casualty, restrictive governmental laws, orders or
regulations, riots, insurrection, war or other reason of a like nature not the
fault of Service Provider, then performance of any such act shall be extended
for a period equivalent to the period of such delay and a reasonable period of
recovery thereafter.
11.2
If for
any of the reasons set forth above Service Provider shall be unable to perform
any obligation when due, Service Provider shall promptly notify Service
Recipient of such delay (and the estimated time that such delay shall continue),
in writing, and state the cause for the same. Service Provider shall
have the obligation to do everything reasonably within its power to remove such
cause, but shall not be required to incur any substantial additional expense or
materially depart from its normal business practices. Service Recipient shall
not be required to pay for any disrupted Services during the period in which
they are not being provided to Service Recipient pursuant to the terms of this
Agreement.
SECTION
12.
NOTICES.
12.1
Any
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if (i) hand delivered personally,
(ii) mailed by certified or registered mail, return receipt requested, (iii)
sent by Federal Express or other express carrier, fee prepaid, (iv) sent via
facsimile with receipt confirmed or (v) sent via electronic email with receipt
confirmed, provided that such notice or communication is addressed to the
respective Parties at the following addresses:
SemCrude,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention: Chief Financial
Officer
With a
copy to:
Weil,
Gotshal & Manges LLP
200
Crescent Court, Suite 300
Dallas,
Texas 75201
Phone: 214-746-7700
Fax: 214-746-7777
Attention: Michael
A. Saslaw, Esq.
SemGroup
Energy Partners, L.L.C.
Two
Warren Place
6120 S.
Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136
Phone:
(918) 524-5500
Fax: (918)
524-5805
Attention:
Chief Financial Officer
With a
copy to:
Baker
Botts L.L.P.
2001 Ross
Avenue, Suite 700
Dallas,
Texas 75201
Phone: (214)
953-6500
Fax: (214)
953-6503
Attention:
Doug Rayburn, Esq.
12.2
Any Party
may change the person and address to which notices or other communications to it
hereunder are to be sent by giving written notice of any such change to the
other Party in the manner provided in this Section.
SECTION
13.
GENERAL
PROVISIONS.
13.1
Entire
Agreement; Exhibits and Schedules
.
This Agreement,
and the Exhibits hereto, represent the entire understanding and agreement
between the Parties hereto with respect to the subject matter hereof and
supersede any previous agreements or correspondence between the Parties with
respect to the same. All Exhibits annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any capitalized terms used in any Exhibit but
not otherwise defined therein shall be defined as set forth in this
Agreement.
13.2
Amendments
and Waivers
. This Agreement and the Exhibits hereto can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement or the Exhibit hereto
signed by the Party against whom enforcement of any such amendment, supplement,
modification or waiver is sought. The Parties hereby acknowledge and
agree that a material amendment to this Agreement or any of the Exhibits
requires the approval of the Bankruptcy Court prior to the effective date of the
plan of reorganization in the Bankruptcy Cases. The waiver by any
Party hereto of a breach of any provision of this Agreement shall not operate or
be construed as a further or continuing waiver of such breach or as a waiver of
any other or subsequent breach. No failure on the part of any Party
to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such Party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.
13.3
Assignment;
Successors
.
This
Agreement shall be personal to each Party and no Party may assign or transfer
(directly or indirectly, by merger, consolidation, operation of law or
otherwise) its rights or obligations hereunder without the prior written consent
of the other Party, such consent not to be unreasonably withheld, conditioned or
delayed;
provided
,
however
, that a Party
may assign, without the prior written consent of each other Party, this
Agreement or their respective rights and obligations hereunder, in whole or in
part, to an Affiliate or any purchaser of or successor to all or substantially
all of the crude oil assets or business of such Party. This Agreement
shall inure to the benefit of, and shall be binding upon, the Parties and their
respective permitted successors and assigns, including with respect to Service
Provider, any reorganized debtor entity appointed pursuant to the plan of
reorganization of Service Provider.
13.4
Counterparts
.
This Agreement
may be executed in any number of counterparts each of which, when so executed
and delivered (including by facsimile or electronic mail transmission), will be
deemed an original but all of which together will constitute one and the same
instrument.
13.5
Headings
.
The captions of
this Agreement are for convenience only and are not a part of this Agreement and
do not in any way limit or amplify the terms and provisions of this Agreement
and shall have no effect on its interpretation.
13.6
Severability
.
If any term or
provision of this Agreement is invalid, illegal or incapable of being enforced
by Law or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the legal and economic
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such determination that any
term or provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent
possible.
13.7
Governing
Law; Waiver of Jury Trial
. THIS AGREEMENT, THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY
DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR
ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED,
AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF OKLAHOMA
(WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). THE PARTIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION, OR IN ANY PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS AGREEMENT
13.8
Enforcement
.
(a)
Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all actions related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 12.1
;
provided
,
however
, that if a
plan of reorganization has become effective in the Bankruptcy Cases, the Parties
agree to and hereby unconditionally and irrevocably submit to the jurisdiction
of any federal or state court in Oklahoma and any appellate court from any
thereof, for the resolution of any such claim or dispute.
(b)
The
Parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by Applicable Law, any objection which they may now or hereafter have
to the laying of venue of any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby brought in any court
specified in paragraph (a) above, or any defense of inconvenient forum for the
maintenance of such dispute. Each of the Parties hereto agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(c)
Each of
the Parties hereto hereby consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section 12.1(ii)
;
provided
,
however
, that such
service shall not be effective until the actual receipt thereof by the Party
being served.
[Signature
page follows.]
IN WITNESS WHEREOF
, the
Parties hereto have made and executed this Agreement as of the date hereof to be
effective as of the Effective Date.
SERVICE
PROVIDER
SEMCRUDE,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMMANAGEMENT,
L.L.C.
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SERVICE
RECIPIENT
SEMGROUP
ENERGY PARTNERS, L.P.
By:
SemGroup Energy Partners G.P., L.L.C., its general partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
CRUDE STORAGE, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMPIPE
G.P., L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMPIPE,
L.P.
By: SemPipe
G.P., L.L.C.,
its
general partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
EXHIBIT
A
SHARED
SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of Section 1.02 of this
Exhibit A
,
Service Provider may provide the Services on this
Exhibit A
for a
period of thirty-six (36) months, commencing on the Effective Date, or for such
shorter period as provided in this
Exhibit
A
. Parties may mutually agree to extend the term of this
Exhibit A
for
additional twelve (12) month periods.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the shared services in this
Exhibit A
in the
following cases:
(a)
|
by
Service Recipient upon not less than ninety (90) days’ prior written
notice to Service Provider with respect to all or any portion of the
Services provided to it to it by Service Provider;
provided
,
however
, that
the Parties may mutually agree in writing to shorten such notice period
prior to termination of Services;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than thirty (30) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within fifteen (15) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
|
(c)
|
by
Service Provider with respect to any Service outlined in this Exhibit
provided to Service Recipient upon not less than fifteen (15) days’ prior
written notice to Service Recipient in the event Service Provider
experiences a loss of employees that results in Service Provider being
unable to fulfill any Service outlined in this Exhibit;
provided
,
however
, that
Service Recipient can elect a temporary suspension, allow Service Provider
to cover with other employees, or allow Service Provider to use Outsourced
Service for Services rather than termination;
and
|
(d)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES.
Section
2.01
General
.
(a)
|
Service
Provider will provide Service Recipient with the services of such
employees as are requested by Service Recipient in order to enable Service
Recipient to operate and maintain its crude oil transportation business,
including coordination of the transportation and movement of Crude Product
(as described in
Section 2.03
),
DOT services (as described in
Section 2.04
),
right of way coordination (as described in
Section 2.05
),
environmental services (as described in
Section 2.06
),
pipeline civil and structural maintenance (as described in
Section 2.07
),
safety services (as described in
Section 2.08
),
Pipeline Truck Station maintenance (as described in
Section 2.09
),
Project Support (as defined in
Section 2.10
),
and truck dispatch (as described in
Section
2.11
). The charges and other terms and conditions
relating to such Services are more particularly described in
Sections
2.03-2.15
below.
Exhibit E
of
this Agreement provides information on job functions associated with the
Services provided in
Sections
2.03-2.15
below.
|
(b)
|
Services
will be provided (i) consistent in all material respects with practices
and processes for the performance of such Services as those the Service
Provider provides for its own operations, to the extent applicable, (ii)
as specifically noted in
Sections
2.03-2.15
below, (iii) with the same priority that Service Provider
would afford Service Provider’s operations and (iv) in accordance with
prudent industry practices and Applicable
Law.
|
Section
2.02
Interim
Charges
.
(a)
|
For
the first calendar month following the Effective Date the Parties agree
that there will be a fixed fee for all labor charges, Employee Expenses,
and Administrative Charge associated with the Services outlined in
Sections
2.03-2.15
below (the “
Initial Fixed
Fee
”). The Initial Fixed Fee will be
$125,000. The Parties may mutually agree to further extend the
fixed fee period for one additional calendar month at a mutually agreed
fixed fee payment (“
Extended Fixed
Fee
”). The Initial Fixed Fee and Extended Fixed Fee will
be invoiced and paid as outlined in this Agreement. All
Outsourced Service associated with the Services outlined will be invoiced
as in
Sections
2.03-2.15
below.
|
Section
2.03
Crude
Movements.
(a)
|
Service
Provider will provide coordination of Crude Product movements for Service
Recipient.
|
(b)
|
Crude
Movements Charge = Crude Movements Labor Charge + Crude Movements
Outsourced Service Charges
|
(i)
|
Charges
for Labor associated with movement of Crude Products (“
Crude Movements Labor
Charge
”) will be allocated 66% on ratio of number of active truck
and pipeline injection points used by Shippers and 34% on ratio of Cushing
storage customers.
|
1)
|
Crude
Movements Labor Charge = Crude Movements Labor*(0.66 * (Service Recipient
Shipper Truck and Pipeline Injection Points/Total Shipper Truck and
Pipeline Injection Points) + 0.34 * (Service Recipient Cushing
Customers/Total Cushing
Customers))
|
(ii)
|
Outsourced
Service charges related to crude movements (“
Crude Movements
Outsourced Service Charges
”) incurred by Service Provider will be
allocated to Service Provider or Service Recipient, as applicable, when
charges can be identified to a specific Party or, when such charges cannot
be so identified, will be allocated based on the same methodology as Crude
Movements Labor Charge.
|
(c)
|
Service
Provider may interact directly with Service Recipient’s Shippers regarding
movement of Crude Products including blending requests as requested by
Service Recipient.
|
Section
2.04
Department of
Transportation.
(a)
|
Service
Provider will provide DOT services to Service Recipient. DOT
services may include the following services: DOT compliance manuals and
training; DOT materials and guidance; review, interpretation and filing
required regulatory DOT reports; interfacing with DOT regulatory personnel
as needed; and assistance with and management of DOT
audits.
|
(b)
|
DOT
Charge = DOT Labor Charge + DOT Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with DOT (“
DOT Labor
Charge
”) will be allocated 75% equally between the Service
Recipient and Service Provider and 25% based on active pipeline and truck
audits;
provided
,
however
, if
there were no active pipeline and truck audits during the relevant period,
then the charge will be equally allocated between Service Recipient and
Service Provider.
|
1)
|
If
Total Active Pipeline and Truck Audits is greater than zero then DOT Labor
Charge = DOT Labor*(0.75 * 0.50 + 0.25 * (Service Recipient Active
Pipeline and Truck Audits/Total Active Pipeline and Truck
Audits))
|
2)
|
Or
if Total Active Pipeline and Truck Audits is equal to zero then DOT Labor
Charge = DOT Labor * 0.50
|
(ii)
|
Outsourced
Service charges related to DOT (“
DOT Outsourced Service
Charges
”) incurred by Service Provider will be allocated to Service
Provider or Service Recipient, as applicable, when charges can be
identified to a specific Party or, when such charges cannot be so
identified, will be allocated based on the same methodology as DOT Labor
Charge.
|
(c)
|
Service
Recipient will provide data for its assets that will be utilized in DOT
reporting and Service Recipient is responsible for accuracy of data
provided.
|
(d)
|
Service
Recipient will be responsible for ensuring that its business is in
compliance with DOT laws and
regulations.
|
Section
2.05
Right of
Way.
(a)
|
Service
Provider will provide right of way coordination to Service
Recipient. Right of way coordination may include the following
services: facilitating Service Recipient right of way requests including
negotiation and documentation for property rights, maintaining right of
way records, managing property rights and seeking renewals of property
rights, if applicable.
|
(b)
|
Right
of Way Charge = Right of Way Labor Charge + Right of Way Outsourced
Service Charges
|
(i)
|
Charges
for Labor associated with right of way (“
Right of Way Labor
Charge
”) will be allocated 75% based on miles of active pipe and
25% based on number of all stations;
provided
,
however
that
major projects which will require substantial Labor will be allocated
based on time spent on Service Recipient’s
projects.
|
(ii)
|
Right
of Way Labor Charge = (Right of Way Labor – Right of Way Special Project
Labor)*(0.75 * (Service Recipient Miles of Pipe/Total Miles of Pipe + 0.25
* (Service Recipient Right of Way Stations/Total Right of Way Stations)) +
Right of Way Special Project Labor
|
(iii)
|
Outsourced
Service charges related to right of way (“
Right of Way
Outsourced Service Charges
”) incurred by Service Provider will be
allocated to Service Provider or Service Recipient, as applicable, when
charges can be identified to a specific Party or, when such charges cannot
be so identified, will be allocated based on the same methodology as Right
of Way Labor Charge.
|
(c)
|
Service
Recipient will provide data for its assets that will be utilized in right
of way work and Service Provider shall not be responsible for any
inaccuracy in such data provided by Service
Recipient.
|
Section
2.06
Environmental.
a)
|
Service
Provider will provide environmental services to Service
Recipient. Environmental services may include the following:
providing existing environmental program manuals, preparing required
federal, state, and local environmental reports, working with Service
Recipient to respond to environmental audits, and management of
environmental program.
|
(b)
|
Environmental
Charge = Environmental Labor Charge + Environmental Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with environmental services provided by Service
Provider hereunder (“
Environmental Labor
Charge
”) will be allocated 37.5% based on miles of active pipe,
12.5% based on number of stations and 50% based on prior month’s
Environmental Incidents, if there were no Environmental Incidents in the
prior month then the charge will be allocated 75% based on miles of active
pipe and 25% based on number of active
stations.
|
1)
|
If
Total Environmental Incidents is greater than zero then Environmental
Labor Charge = Environmental Labor*(0.375 * (Service Recipient Miles of
Pipe/Total Miles of Pipe)) + (0.125 * (Service Recipient Stations/Total
Stations)) + (0.50*(Service Recipient Environmental
Incidents/Total Environmental
Incidents))
|
2)
|
Or
if Total Environmental Incidents is equal to zero then Environmental Labor
Charge = Environmental Labor*(0.75 * (Service Recipient Miles of
Pipe/Total Miles of Pipe) + (0.25 * (Service Recipient Stations/Total
Stations)))
|
(ii)
|
Outsourced
Service charges related to environmental services provided by Service
Provider hereunder (“
Environmental
Outsourced Service Charges
”) incurred by Service Provider will be
allocated to Service Provider or Service Recipient, as applicable, when
charges can be identified to a specific Party or, when such charges cannot
be so identified, will be allocated based on the same methodology as
Environmental Labor Charge.
|
(c)
|
Service
Recipient will provide data for their assets that will be utilized in
environmental work and Service Recipient is responsible for accuracy of
data provided.
|
(d)
|
Service
Recipient is responsible for implementing appropriate environmental
programs and any environmental related fees or fines. Service
Recipient will be responsible for ensuring that its business is in
compliance with all environmental
regulations.
|
Section
2.07
Pipeline Civil and
Structural Maintenance.
(a)
|
Service
Provider will provide pipeline civil and structural maintenance (“
Pipeline C&S
Maintenance
”) to Service Recipient. Service Provider
will not provide Pipeline C&S Maintenance for Service Recipient’s
SemPipe, L.P. assets.
|
(b)
|
Pipeline
C&S Maintenance Charge = Pipeline C&S Maintenance Labor Charge +
Pipeline C&S Maintenance Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with pipeline civil and structural maintenance
(“
Pipeline
C&S Maintenance Labor Charge
”) will be allocated 50% based on
miles of active pipe, 25% based on number of active pipeline stations and
25% based on number of Cushing active storage tanks. For
purposes of Pipeline C&S Maintenance charges, all Service Recipient
assets will be adjusted to remove all SemPipe, L.P.’s
assets.
|
1)
|
Pipeline
C&S Maintenance Labor Charge = Pipeline C&S Maintenance
Labor*(0.50 * (Service Recipient Miles of Pipe/Total Miles of Pipe + 0.25
* (Service Recipient Pipeline Stations/Total Pipeline
Stations)+0.25*(Service Recipient Cushing Storage Tanks/Total Cushing
Storage Tanks)
|
(ii)
|
Outsourced
Service charges related to pipeline civil and structural maintenance
(“
Pipeline
C&S Maintenance Outsourced Service Charges
”) incurred by
Service Provider will be allocated to Service Provider or Service
Recipient, as applicable, when charges can be identified to a specific
Party or, when such charges cannot be so identified, will be allocated
based on the same methodology as Pipeline C&S Maintenance Labor
Charge.
|
(c)
|
Service
Recipient will be responsible for authorizing, funding and/or implementing
any capital improvements recommended by Service Provider;
provided
that
Service Recipient may elect not to make any such capital improvements in
its sole discretion.
|
Section
2.08
Safety.
(a)
|
Service
Provider will provide safety services to Service
Recipient. Safety services may include the following: providing
existing safety program manuals, policies and training materials;
reviewing and interpreting regulatory matters; assisting as needed in
conducting incident investigations; interfacing with Service Recipient’s
workman’s compensation insurance personnel and/or provider; preparing
required federal, state, and local safety reports and participating in
health and safety regulatory and/or third party
audits.
|
(b)
|
Safety
Charge = Safety Labor Charge + Safety Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with safety (“
Safety Labor
Charge
”) will be allocated based on ratio of employees covered by
safety program.
|
1)
|
Safety Labor
Charge = Safety Labor * (Service Recipient Safety Employees/(Service
Recipient Safety Employees + Service Provider Safety
Employees))
|
(ii)
|
Outsourced
Service charges related to safety (“
Safety Outsourced
Service Charges
”) incurred by Service Provider will be allocated to
Service Provider or Service Recipient, as applicable, when charges can be
identified to a specific Party or, when such charges cannot be so
identified, will be allocated based on the same methodology as Safety
Labor Charge.
|
(c)
|
Service
Recipient is responsible for implementation and enforcement of Service
Recipient’s safety program.
|
Section
2.09
Pipeline Truck Station
Maintenance.
(a)
|
Pipeline
Truck Station maintenance services will only be provided for truck
stations located in Kansas and Northern Oklahoma that are operated by
Service Recipient as of the Effective
Date.
|
(b)
|
Service
Provider will provide Pipeline Truck Station maintenance for three (3)
months from the Effective Date for any Service Recipient Pipeline Truck
Stations not contiguous to Service Provider’s assets. Service
Provider will provide Pipeline Truck Station maintenance for twelve (12)
months from the Effective Date for any Service Recipient Pipeline Truck
Station contiguous to Service Provider’s
assets.
|
(c)
|
Pipeline
Truck Station Maintenance Charge = Pipeline Truck Station Maintenance
Labor Charge + Pipeline Truck Station Maintenance Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with Pipeline Truck Station maintenance (“
Pipeline Truck Station
Maintenance Labor Charge
”) will be allocated for three (3) months
at 25% of total labor supporting active Pipeline Truck Stations with
maintenance provided by Service Provider and the subsequent nine (9)
months will be at 10% of total labor supporting active Pipeline Truck
Stations provided by Service Provider. If Service Recipient
requests that maintenance services be provided by Service Provider after
twelve (12) months, then any such maintenance service will be based on
105% of Labor associated with Pipeline Truck Station maintenance service
provided to Service Recipient. Service Provider will only
provide Pipeline Truck Station maintenance allocations for Service
Recipient Pipeline Truck Stations located in Kansas and Northern
Oklahoma.
|
1)
|
For
months one (1) through three (3) after the Effective Date, Pipeline Truck
Station Maintenance Labor Charge = Pipeline Truck Station Maintenance
Labor*0.25
|
2)
|
For
months four (4) through twelve (12) after the Effective Date, Pipeline
Truck Station Maintenance Labor Charge = Pipeline Truck Station
Maintenance Labor*0.10
|
3)
|
For
any labor utilized twelve (12) months after the Effective Date Pipeline
Truck Station Maintenance Labor Charge = Service Recipient Pipeline Truck
Station Maintenance Project Labor *
1.05
|
(ii)
|
Outsourced
Service charges related to Pipeline Truck Station maintenance (“
Pipeline Truck Station
Maintenance Outsourced Service Charges
”) incurred by Service
Provider will be allocated to Service Provider or Service Recipient, as
applicable, when charges can be identified to a specific Party or, when
such charges cannot be so identified, will be allocated based on the same
methodology as Pipeline Truck Station Maintenance Labor
Charge.
|
Section
2.10
Project
Support
.
(a)
|
Service
Provider will provide advisory services, which may include engineering,
project management, integrity management, cathodic protection, and
instrumentation and electrical maintenance (“
Project
Support
”) for pipelines, stations, terminals, and storage
tanks.
|
(b)
|
Project
Support = Project Support Labor Charge + Project Support Outsourced
Service Charges
|
(i)
|
Charges
for Labor associated with Project Support (“
Project Support Labor
Charge
”) will be allocated based on time spent on Service
Recipient’s projects.
|
1)
|
Project
Support Labor Charge = Project Support Labor*(Service Recipient Project
Support Hours/Total Project Support
Hours)
|
(ii)
|
Outsourced
Service charges related to Project Support (“
Project Support
Outsourced Service Charges
”) applicable to projects requested by
Service Recipient will be directly charged to Service
Recipient.
|
(c)
|
Service
Recipient is responsible for authorizing, funding, implementing and/or
executing the projects;
provided
, that
Service Recipient may elect in its sole discretion not to undertake any
such project.
|
Section
2.11
Truck
Dispatch.
(a)
|
Service
Provider will provide truck dispatch services for a portion of Oklahoma
pertaining to Service Recipient’s
trucks.
|
(b)
|
Truck
Dispatch = Truck Dispatch Labor Charge + Truck Dispatch Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with truck dispatch (“
Truck Dispatch Labor
Charge
”) will be allocated based on ratio of number of trucks being
dispatched.
|
1)
|
Truck
Dispatch Labor Charge = Truck Dispatch Labor*(Service Recipient Trucks
Dispatched/Total Trucks Dispatched)
|
(ii)
|
Outsourced
Service charges related to truck dispatch (“
Truck Dispatch
Outsourced Service Charges
”) incurred by Service Provider will be
allocated to Service Provider or Service Recipient, as applicable, when
charges can be identified to a specific Party or, when such charges cannot
be so identified, will be allocated based on the same methodology as Truck
Dispatch Labor Charge.
|
Section
2.12
Employee Related
Charges.
(a)
|
Employee
Expenses directly related to Services provided to Service Recipient will
be directly passed through to Service Recipient. Employee
Expenses associated with Services under this
Exhibit A
not
directly identifiable as pertaining to the Service Recipient or the
Service Provider will be allocated based on the labor charge allocation
for that Service.
|
Section
2.13
Administrative
Charge.
(a)
|
Service
Provider will add an administrative charge of 12% to all labor related
charges, however, such charges will not exceed $10,000 per calendar
month. The administrative charge is for invoice preparation and
documentation, third party charge invoicing and accounts payable,
responding to Service Recipient’s requests and questions on invoices, and
any labor charges that might be incurred from Service Provider staff that
performs work under this
Exhibit A
but
is not assigned to areas covered by the
Agreement.
|
(b)
|
Administrative
Charge = Lesser of $10,000 or (0.12 * (Cushing Terminal Operations Labor
Charge + Crude Movements Labor Charge + DOT Labor Charge + Right of Way
Labor Charge + Environmental Labor Charge + Pipeline C&S Maintenance
Labor Charge + Safety Labor Charge + Pipeline Truck Station Maintenance
Labor Charge + Project Support Labor Charge + Truck Dispatch Labor
Charge))
|
Section
2.14
Payment
of Charges
.
(a)
|
Services
outlined in this
Exhibit A
will
be invoiced monthly in accordance with
Section 5
of
this Agreement.
|
Section
2.15
Amendment
to Exhibit
.
(a)
|
Changes
to the Services provided under this
Exhibit A
must
be formalized as an amendment to this
Exhibit A
and
accepted in writing by the Parties.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT
B
CUSHING
SHARED SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of
Section 1.02
of this
Exhibit B
,
Service Provider may provide the Services on this
Exhibit B
for a
period of thirty-six (36) months, commencing on the Effective
Date. Parties may mutually agree to extend the term of this
Exhibit B
for
additional twelve (12) month periods.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the shared services in this
Exhibit B
in the
following cases:
(a)
|
by
Service Recipient upon not less than ninety (90) days’ prior written
notice to Service Provider with respect to all or any portion of the
Services provided to it to it by Service Provider;
provided
,
however
, that
the Parties may mutually agree in writing to shorten such notice period
prior to termination of Services;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than thirty (30) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within fifteen (15) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
provided
,
further
, that
if Service Provider terminates this Agreement with respect to the shared
services in this
Exhibit B
pursuant to this
Section
1.02(b)
, then Service Recipient shall have the option to terminate
the lease relating to the Cushing property (except for the Cushing
Interchange building that houses the SCADA equipment) upon not less than
ninety (90) days’ prior written notice to Service
Provider;
|
(c)
|
by
Service Provider with respect to any Service outlined in this
Exhibit B
provided to Service Recipient upon not less than fifteen (15) days’ prior
written notice to Service Recipient in the event Service Provider
experiences a loss of employees that results in Service Provider being
unable to fulfill any Service outlined in this
Exhibit B
;
provided
,
however
,
that Service Recipient can elect to temporary suspension, allow Service
Provider to cover with other employees, or allow Service Provider to use
Outsourced Service for Services rather than termination;
and
|
(d)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES.
Section
2.01
General
.
(a)
|
Service
Provider will provide Service Recipient with the services of such
employees as are requested by Service Recipient in order to enable Service
Recipient to operate and maintain its Cushing, Oklahoma business
consisting of terminal operations (as described in
Section
2.03
). The charges and other terms and conditions
relating to such Services are more particularly described in
Section 2.03
below.
Exhibit E
of
this Agreement provides information on job functions associated with the
Services provided in
Section 2.03
below.
|
(b)
|
Services
will be provided (i) consistent in all material respects with practices
and processes for the performance of such Services as those the Service
Provider provides for its own operations, to the extent applicable, (ii)
as specifically noted in
Section 2.03
below, (iii) with the same priority that Service Provider would afford
Service Provider’s operations and (iv) in accordance with prudent industry
practices and Applicable Law.
|
Section
2.02
Interim
Charges
.
(a)
|
For
the first calendar month following the Effective Date the Parties agree
that there will be a fixed fee for all labor charges, Employee Expenses,
and Administrative Charge associated with the Services outlined in
Section 2.03
below (the “
Initial Fixed
Fee
”). The Initial Fixed Fee will be
$20,000. The Parties may mutually agree to further extend the
fixed fee period for one (1) additional calendar month at a mutually
agreed fixed fee payment (“
Extended Fixed
Fee
”). The Initial Fixed Fee and Extended Fixed Fee will
be invoiced and paid as outlined in this Agreement. All
Outsourced Services associated with the Services outlined will be invoiced
as in
Section
2.03
below.
|
Section
2.03
Cushing Terminal
Operations.
(a)
|
Service
Provider will provide Service Recipient with the Services of such
employees as are requested by Service Recipient in order to enable Service
Recipient to operate and maintain its Cushing Storage Tanks and related
equipment. Services will be provided (i) consistent in all
material respects with practices and processes for the performance of such
Services as those the Service Provider provides for its own operations, to
the extent applicable, (ii) with the same priority as Service Provider
would afford Service Provider’s operations and (iii) in accordance with
prudent industry practices and Applicable
Law.
|
(b)
|
Cushing
Terminal Operations Charge = Cushing Terminal Operations Labor Charge +
Cushing Terminal Operations Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with operations of the Cushing terminals (“
Cushing Terminal
Operations Labor Charge
”) will be allocated 25% on ratio of barrel
shipments into Cushing Terminals and 75% on ratio of barrel shipments out
of Cushing.
Exhibit E
of this Agreement provides information on job functions associated with
the Services provided in this
Exhibit
B
.
|
(c)
|
Cushing
Terminal Operations Labor Charge = Cushing Terminal Operations Labor*(0.25
* (Service Recipient Barrel Shipments Into Cushing/Total Barrel Shipments
Into Cushing) + 0.75 * (Service Recipient Barrel Shipments Out of
Cushing/Total Barrel Shipments Out of
Cushing))
|
(i)
|
Outsourced
Service charges related to operations of the Total Cushing Storage Tanks
(“
Cushing
Terminal Outsourced Service Charges
”) incurred by Service Provider
will be allocated to Service Provider or Service Recipient, as applicable,
based on ownership of storage tanks when charges are identifiable by a
specific tank or tanks, or if such charges are not identifiable by a
specific tank or tanks, will be allocated based on the same methodology as
Cushing Terminal Operations Labor
Charge.
|
(d)
|
Service
Provider may interact directly with Service Recipient’s Shippers regarding
handling of Crude Products including blending requests as requested by
Service Recipient.
|
Section
2.04
Cushing Terminal
Maintenance
(a)
|
Service
Provider will provide maintenance and repair service to real and personal
property related to the crude oil storage and transportation service
businesses of the Parties located in Cushing, Oklahoma, including
providing the following exhaustive list of services to the extent Parties
are required to perform such maintenance and repair (“
Cushing Terminal
Maintenance
”). The Cushing Terminal Maintenance list of
services may from time to time be expanded as mutually agreed by the
Parties.
|
(b)
|
Maintenance,
repair and construction of the
following:
|
(iv)
|
Ingress/Egress
Gates;
|
(v)
|
Perimeter
lighting, ancillary security devices and security services, if any;
and
|
(vi)
|
Construction
and upkeep of the fire-water and fire foam protection
systems.
|
(c)
|
Each
Party will maintain all necessary permits required to own and operate
Cushing North except as noted in the Title V Air Permit section
below.
|
(d)
|
Facilities
owned by both Parties will be covered jointly under one Facilities
Response Plan.
|
(e)
|
Cushing
Terminal Maintenance Charge = Cushing Terminal Maintenance Outsourced
Service Charges
|
(i)
|
Outsourced
Service charges related to Cushing Terminal Maintenance (“
Cushing Terminal
Maintenance Outsourced Service Charges
”) incurred by Service
Provider will be allocated based on ownership of Cushing storage tanks to
Service Provider or Service Recipient, as applicable, when charges are
identifiable by a specific storage tank or tanks and will be allocated
based on Service Recipient’s pro rata share of Cushing storage tanks
(Service Recipient Cushing Storage Tanks/Total Cushing Storage Tanks) if
charges are applicable to Total Cushing Storage
Tanks.
|
Section
2.05
Cushing North Electric
Utilities
(i)
|
Service
Provider has a separate meter account for electricity used by its six (6)
350K barrel tanks located on Service Provider’s property, which will
continue to be billed to and paid by Service
Provider.
|
(ii)
|
All
of Service Recipient’s Cushing Storage Tanks, Service Provider’s 250K
barrel tanks and various other electricity demands at Cushing North are
currently consolidated into a single utility bill that is paid by Service
Recipient.
|
1)
|
Until
all electricity services are split between Service Provider and Service
Recipient at Cushing North (as described below), Service Provider and
Service Recipient will each pay a portion of the electricity pro rata
based on the percentage of their respective storage tanks located at
Cushing North as compared to the Total Cushing Storage
Tanks.
|
(iii)
|
Split
of Cushing North Electric Services:
|
1)
|
Promptly
after the Effective Date, Service Recipient and Service Provider will each
grant an easement to Oklahoma Gas & Electric covering the current
electrical lines in place that support Cushing North in order to
facilitate the installation of two (2) separate electrical meters to serve
Service Recipient and Service Provider
individually.
|
2)
|
Once
the two (2) separate meters are installed and operational, Service
Recipient and Service Provider will be billed for and pay their own
electric utilities for their respective operations at Cushing
North.
|
Section
2.06
Title V Air
Permit
(a)
|
Service
Recipient is the current holder of the Title V Air Permit for operations
located on the northern or central property of Service Recipient and/or
Service Provider located in Cushing, Oklahoma (“
Cushing
Property
”).
|
(b)
|
Service
Provider and Service Recipient will continue to own and operate their
respective portions of Cushing Property under Service Recipient’s Title V
Air Permit until such time as Service Provider decides, in its sole
discretion, to obtain its own Title V Air Permit for its real property at
Cushing, Oklahoma.
|
(c)
|
Until
Service Provider obtains its own Title V Air Permit, if ever, covering its
Cushing Property, Service Provider and Service Recipient will each pay
their pro rata portion of any fees and expenses directly related to
renewal of the permit based on the percentage of their respective storage
tanks located on the Cushing Property as compared to the Total Cushing
Storage Tanks located on the Cushing
Property.
|
(d)
|
Service
Provider shall be solely responsible for any costs or other liabilities
related to any violations of the Title V Air Permit caused by Service
Provider or its Affiliates not specifically excluded per this
Agreement
|
Section
2.07
Employee Related
Charges.
(a)
|
Employee
Expenses directly related to Services provided to Service Recipient will
be directly passed through to Service Recipient. Employee
Expenses associated with Services under this
Exhibit B
of
this Agreement not directly identifiable as pertaining to the Service
Recipient or the Service Provider will be allocated based on the labor
charge allocation for that Service.
|
Section
2.08
Administrative
Charge.
(a)
|
Service
Provider will add an administrative charge of 12% to all labor related
charges, however, such charges will not exceed $750 per calendar
month. The administrative charge is for invoice preparation and
documentation, third party charge invoicing and accounts payable,
responding to Service Recipient’s requests and questions on invoices, and
any labor charges that might be incurred from Service Provider staff that
performs work under this
Exhibit B
but
is not assigned to areas covered by the
Agreement.
|
(b)
|
Administrative
Charge = Lesser of $750 or (0.12 * (Cushing Terminal Operations Labor
Charge))
|
Section
2.09
Insurance.
(a)
|
Service
Provider and Service Recipient shall maintain separate property and
liability insurance policies covering their own property at Cushing North,
except as provided in this
Section 2.07
of
this
Exhibit
B
.
|
(i)
|
Liability
insurance is currently covered by the Service Provider umbrella liability
insurance policy which will be renewed in April 2009. No later
than April 18, 2009, each of Service Provider and Service Recipient will
obtain and have in full force their own separate liability insurance
policies. Until such time, Service Recipient and Service
Provider will continue to be covered under the Service Provider umbrella
liability insurance policy.
|
Section
2.10
Payment of
Charges.
(a)
|
Services
outlined in this
Exhibit B
will
be invoiced monthly in accordance with
Section 5
of
this Agreement.
|
Section
2.11
Amendment
to Exhibit
.
(a)
|
Changes
to the Services provided under this
Exhibit B
must
be formalized as an amendment to this
Exhibit B
and
accepted in writing by the Parties.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT
C
SCADA
SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of
Section 1.02
of
this
Exhibit C
,
Service Provider will provide the Services on this
Exhibit C
for a
period of five (5) years, commencing on the Effective Date. Service
Recipient may elect to extend the term of this
Exhibit C
for two
subsequent five (5) year terms;
provided
,
however
that Service
Provider will not be required to provide any Services under this
Exhibit C
after March
31, 2024 unless the Parties mutually agree in writing to an
extension.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the shared services in this
Exhibit C
in the
following cases:
(a)
|
by
Service Recipient upon not less than ninety (90) days prior written notice
to Service Provider with respect to all or any portion of the Services
provided to it to it by Service Provider; provided, however, that the
Parties may mutually agree in writing to shorten such written notice
period;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than thirty (30) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within fifteen (15) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
provided
,
further
, that
if Service Provider terminates this Agreement with respect to the shared
services in this
Exhibit C
pursuant to this
Section
1.02(b)
, then Service Recipient shall have the option to terminate
the lease relating to the Oklahoma City, Oklahoma property upon not less
than one hundred eighty (180) days’ prior written notice to Service
Provider; and
|
(c)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES
Section
2.01
General
.
(a)
|
Service
Provider will provide Service Recipient with the services of such
employees as are requested by Service Recipient to provide SCADA control
room operations (as described in Section 2.03). The charges and
other terms and conditions relating to such Services are more particularly
described in Section 2.03 below.
Exhibit E
of
this Agreement provides information on job functions associated with the
Services provided in
Section 2.03
below.
|
(b)
|
Services
will be provided (i) consistent in all material respects with practices
and processes for the performance of such Services as those the Service
Provider provides for its own operations, to the extent applicable, (ii)
as specifically noted in
Section 2.03
below, (iii) with the same priority that Service Provider would afford
Service Provider’s operations and (iv) in accordance with prudent industry
practices and Applicable Law.
|
Section
2.02
Interim
Charges
.
(a)
|
For
the first calendar month following the Effective Date the Parties agree
that there will be a fixed fee for all labor charges, Employee Expenses,
and Administrative Charge associated with the Services outlined in
Section 2.03
below (the “
Initial Fixed
Fee
”). The Initial Fixed Fee will be
$15,000. The Parties may mutually agree to further extend the
fixed fee period for an additional calendar month following the Effective
Date at a mutually agreed fixed fee payment (“
Extended Fixed
Fee
”). The Initial Fixed Fee and Extended Fixed Fee will
be invoiced and paid as outlined in this Agreement. All
Outsourced Service associated with the Services outlined will be invoiced
as in
Section
2.03
below.
|
Section
2.03
SCADA Control Room
Operations.
(a)
|
Service
Provider will provide SCADA control room operations to Service
Recipient. SCADA control room operations may include the
following Services: providing SCADA control room operations, including
taking directions from Service Recipient and/or Service Provider,
providing SCADA output data to Service Recipient as
requested, and maintaining SCADA control room equipment,
hardware, and software. SCADA related services will be
consistent with those of the Service Provider. Services will be
provided (i) consistent in all material respects with practices and
processes for the performance of such Services as those the Service
Provider provides for its own operations, to the extent applicable, (ii)
with the same priority as Service Provider would afford Service Provider’s
operations and (iii) in accordance with prudent industry practices and
Applicable Law. The Parties acknowledge and agree that,
notwithstanding anything in this
Exhibit C
or
this Agreement, the SCADA related services under this
Exhibit C
are
subject to the terms, conditions, and restrictions of any agreement under
which any third-party software incorporated in, used in connection with or
related to the SCADA System or SCADA control room operations is licensed
to Service Provider.
|
(b)
|
SCADA
Charge = SCADA Labor Charge + SCADA Outsourced Service
Charges
|
(i)
|
Charges
for Labor associated with SCADA (“
SCADA Labor
Charge
”) will be allocated based on the ratio of Service Recipient
SCADA Data Registers covered by Service Provider SCADA control room
operations to the total number of SCADA data registers covered by Service
Provider.
Exhibit E
of
this Agreement provides information on job functions associated with the
Services provided in this
Exhibit
C
.
|
1)
|
SCADA
Labor Charge = SCADA Labor * (Service Recipient SCADA Registers/Total
SCADA Registers)
|
(ii)
|
Outsourced
Service charges related to SCADA (“
SCADA Outsourced
Service Charges
”) incurred by Service Provider will be allocated to
Service Provider or Service Recipient, as applicable, when charges can be
identified to a specific Party or, when such charges cannot be identified,
will be allocated based on the same methodology as SCADA Labor
Charge.
|
(c)
|
Service
Recipient is responsible for maintaining its owned SCADA equipment,
hardware, and software. Service Recipient shall not be
responsible or charged for maintenance or capital expenditures associated
with SCADA equipment owned by Service
Provider.
|
(d)
|
Service
Provider is responsible for maintaining its owned SCADA equipment,
hardware, and software, including its SCADA control room equipment,
hardware, and software. Maintaining SCADA equipment, hardware,
and software includes upgrading the system as may be needed to address
reliability, malfunction, or failure. To the extent Service
Provider upgrades SCADA control room equipment, hardware, or software that
requires an upgrade to Service Recipient-owned equipment, hardware, or
software, then to the extent Service Recipient does not or chooses not to
perform such upgrade, then Service Provider is no longer obligated to
provide any Services to, or with respect to, such non-upgraded equipment,
hardware, or software.
|
Section
2.04
Employee Related
Charges.
(a)
|
Employee
Expenses directly related to Services provided to Service Recipient will
be directly passed through to Service Recipient. Employee
Expenses associated with Services under this
Exhibit C
not
directly identifiable as pertaining to the Service Recipient or the
Service Provider will be allocated based on the labor charge allocation
for that Service.
|
Section
2.05
Administrative
Charge.
(a)
|
Service
Provider will add an administrative charge of 12% to all labor related
charges, however, such charges will not exceed $750 per calendar
month. The administrative charge is for invoice preparation and
documentation, third party charge invoicing and accounts payable,
responding to Service Recipient’s requests and questions on invoices, and
any labor charges that might be incurred from Service Provider staff that
performs work under this
Exhibit C
but
is not assigned to areas covered by the
Agreement.
|
(b)
|
Administrative
Charge = Lesser of $750 or (0.12 * (SCADA Labor
Charge))
|
Section
2.06
Payment of
Charges.
(a)
|
Services
outlined in this
Exhibit C
will
be invoiced monthly in accordance with
Section 5
of
this Agreement.
|
Section
2.07
Amendment
to Exhibit
.
(a)
|
Changes
to the Services provided under this
Exhibit C
must
be formalized as an amendment to this
Exhibit C
and
accepted in writing by the Parties.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT
D
DEFINED
TERMS
“
2009 Fiscal Year
” has
the meaning given such term in
Section
5.6
.
“
Active
” and “
active
” means active
and in use on the last day of any applicable calendar month.
“
Agreement
” has the
meaning given such term in the preamble.
“
Applicable Law
” means
(i) any law, statute, regulation, code, ordinance, license, decision, order,
writ, injunction, decision, directive, judgment, policy, or decree of any
Governmental Authority and any judicial or administrative interpretations
thereof, (ii) any agreement, concession or arrangement with any Governmental
Authority and (iii) any license, permit or compliance requirement by any
Governmental Authority, in each case applicable to either Party and as amended
or modified from time to time.
“
Bankruptcy Cases
”
means (i) the chapter 11 cases commenced by SemGroup and certain of its direct
and indirect subsidiaries (other than SemGroup Holdings) on July 22, 2008,
jointly administered under Case No. 08-11525 (BLS) and (ii) the chapter 11 case
commenced by SemGroup Holdings on October 22, 2008 under Case No. 08-12504
(BLS).
“
Bankruptcy Court
”
means the United States Bankruptcy Court for the District of Delaware or any
other court having jurisdiction over the Bankruptcy Cases from time to
time.
“
Budgeted Service
Fees
” has the meaning given such term in
Section
5.6
.
“
Confidential
Information
” has the meaning given such term in
Section
10
.
“
Crude Movements
Labor
” means Labor assigned to crude movements.
“
Crude Products
” means
crude oil and any related crude oil products utilized for blending.
“
Cushing Terminal Operations
Labor
” means Labor assigned to terminal operations at Total Cushing
Storage Tanks.
“
Dispute Notice
” has
the meaning given such term in
Section
5.2(b)
.
“
Disputed Items
” has
the meaning given such term in
Section
5.2(b)
.
“
DOT
” means the United
States Department of Transportation.
“
DOT Labor
” means
Labor assigned to DOT services.
“
Effective Date
” has
the meaning given such term in the preamble.
“
Employee Expenses
”
means travel related expenses and vehicle leasing costs related to Service
Provider employees included in Labor, excluding personal cell phone or mobile
device charges.
“
Environmental
Incident
” means audits, investigations, and inquiries by local, state, or
federal environmental regulatory agencies regarding Service Recipient or Service
Provider assets.
“
Environmental Labor
”
means Labor assigned to environmental services.
“
Governmental
Authority
” means any foreign or U.S. federal, state, regional, local or
municipal governmental body, agency, instrumentality, board, bureau, commission,
department, authority or entity established or controlled by a government or
subdivision thereof, including any legislative, administrative or judicial body,
or any person purporting to act therefor.
“
Indemnification
Claim
” has the meaning given such term in
Section
9.4
.
“
Indemnitees
” has the
meaning given such term in
Section
9.1
.
“
Indemnitor
” has the
meaning given such term in
Section
9.1
.
“
Labor
” means fully
loaded salary, for full and part time employees of Service Provider providing
Services under this Agreement. Fully loaded salary for employees
whose compensation is based on an annual salary will be their base salary plus
loading of 45.6%. Fully loaded salary for employees who are paid on
an hourly basis will be their applicable hourly rate times the applicable hours
worked up to 40 hours with loading of 45.6% plus any overtime hours times the
applicable hourly rate with loading of 10%. To the extent Service
Provider average loading applicable to employees associated with providing
Services under this Agreement changes, Service Provider will provide
documentation demonstrating actual loading for previous calendar year and
loading applied to labor will be adjusted accordingly upon concurrence of
Service Provider and Service Recipient.
“
Liabilities
” means
any obligation, liability, charge, deficiency, assessment, interest, penalty,
judgment, award, cost or expense of any kind (including reasonable attorneys’
fees, other fees, court costs and other disbursements). The term also
includes any liability that directly or indirectly arises out of or is related
to any claim, proceeding, judgment, settlement or judicial or administrative
order made or commenced by any third party or Governmental
Authority.
“
Master Agreement
” has
the meaning given such term in the recitals.
“
Monthly Statement
”
has the meaning given such term in
Section
5.2(a)
.
“
Outsourced Service
”
has the meaning given such term in
Section
2(b)
.
“
Party
” and “
Parties
” has the
meaning given such terms in the preamble.
“
Pipeline C&S Maintenance
Labor
” means Labor assigned to pipeline civil and structural
maintenance.
“
Pipeline Truck Station
Maintenance Labor
” means Labor assigned to pipeline truck station
maintenance in Northern Oklahoma and Kansas.
“
Pipeline Truck
Station
” means truck stations adjacent to Service Provider’s gathering
pipeline system in Kansas and Northern Oklahoma.
“
Project Support
Labor
” means Labor assigned to Project Support.
“
Referee
” has the
meaning given such term in
Section
5.2(b)
.
“
Resolution Period
”
has the meaning given such term in
Section
5.2(b)
.
“
Right of Way Labor
”
means Labor assigned to right of way services.
“
Right of Way Special Project
Labor
” means Labor assigned to major right of way projects for Service
Recipient.
“
Safety Labor
” means
Labor assigned to safety services.
“
SCADA Labor
” means
Labor assigned to SCADA control room operations.
“
Service Fees
” has the
meaning given such term in
Section
5.2(a)
.
“
Service Provider
” has
the meaning given such term in the preamble.
“
Service Provider
Business
” has the meaning given such term in the recitals.
“
Service Provider Safety
Employees
” means full and part time employees of Service Provider covered
by Service Provider’s safety program, excluding employees with time allocated to
Service Recipient pursuant to this Agreement.
“
Service Recipient
”
has the meaning given such term in the preamble.
“
Service Recipient
Business
” has the meaning given such term in the recitals.
“
Service Recipient Active
Pipeline and Truck Audits
” means Service Recipient pipeline and truck DOT
audits that are active and administered by the Service Provider.
“
Service Recipient Barrel
Shipments Into Cushing
” means barrels of Crude Products shipped into
Service Recipient Cushing Storage Tanks.
“
Service Recipient Barrel
Shipments Out of Cushing
” means barrels of Crude Product shipped out of
Service Recipient Cushing Storage Tanks.
“
Service Recipient Cushing
Customers
” means the total number of companies and individuals, including
Service Recipient, that utilize Service Recipient Cushing Storage Tanks in a
given calendar month.
“
Service Recipient Cushing
Storage Tanks
” means active crude storage tanks located in Cushing,
Oklahoma owned by Service Recipient that are operated by Service
Provider.
“
Service Recipient
Environmental Incidents
” means total audits, investigations, and
inquiries by local, state, or federal environmental regulatory agencies
regarding Service Recipient assets that are active and administered by Service
Provider via environmental services provided by this
Agreement.
“
Service Recipient Miles of
Pipe
” means total active miles of pipeline owned by Service Recipient
that are covered by the applicable Service provided.
“
Service Recipient Pipeline
Stations
” means active pipeline stations owned by Service Recipient that
are covered by the applicable Service provided.
“
Service Recipient Project
Support Hours
” means Service Provider employee hours associated with
Service Recipient requested Project Support projects.
“
Service Recipient Pipeline
Truck Station Maintenance Project Labor
” means Labor requested by Service
Recipient for work on pipeline truck station maintenance twelve (12) months
after the Effective Date.
“
Service Recipient Pipeline
Truck Stations
” means all pipeline truck stations owned by Service
Recipient that are covered by the applicable Service provided.
“
Service Recipient Right of
Way Stations
” means all truck and pipeline stations owned by Service
Recipient that are covered by the applicable Service provided.
“
Service Recipient Safety
Employees
” means full and part time employees of Service Recipient
covered by Service Provider’s safety program.
“
Service Recipient SCADA Data
Registers
” means SCADA data registers located on pipeline, trucking,
and/or storage tank assets owned by Service Recipient for which Service Provider
provides control room operations.
“
Service Recipient Shipper
Truck and Pipeline Injection Points
” means the total number of Truck and
Pipeline Injection Points used by Service Recipient Shippers.
“
Service Recipient
Shippers
” means companies (including Service Recipient) and individuals
that ship or store Crude Products utilizing Service Recipient’s pipeline,
trucking, and storage tanks covered by applicable Service provided for in this
Agreement in a given calendar month.
“
Service Recipient
Stations
” means active truck and pipeline stations owned by Service
Recipient that are covered by the applicable Service provided.
“
Service Recipient Trucks
Dispatched
” means the number of trucks owned by Service Recipient that
are dispatched by Service Provider.
“
Service Records
” has
the meaning given such term in
Section
5.2(c)
.
“
Services
” has the
meaning given such term in the recitals.
“
Term
” has the meaning
given such term in
Section
4.1
.
“
Total Active Pipeline and
Truck Audits
” means the pipeline and truck DOT audits that are active and
administered by the Service Provider.
“
Total Barrel Shipments Into
Cushing
” means barrels of Crude Product shipped into the Total Cushing
Storage Tanks.
“
Total Barrel Shipments Out
of Cushing
” means barrels of Crude Product shipped out of the Total
Cushing Storage Tanks.
“
Total Cushing Storage
Tanks
” means active crude storage tanks located in Cushing, Oklahoma
owned by Service Recipient and Service Provider that are operated by Service
Provider.
“
Total Environmental
Incidents
” means total audits, investigations, and inquiries by local,
state, or federal environmental regulatory agencies for Service Recipient and
Service Provider assets that are active and administered by Service Provider via
environmental services provided by this Agreement.
“
Total Miles of Pipe
”
means total active miles of pipeline owned by Service Recipient and Service
Provider that are covered by the applicable Service provided.
“
Total Pipeline
Stations
” means total number of active pipeline stations owned by Service
Recipient and Service Provider that are covered by the applicable Service
provided.
“
Total Project Support
Hours
” means Service Provider employees’ total hours associated with
Project Support Labor.
“
Total Right of Way
Stations
” means all truck and pipeline stations owned by Service
Recipient and Service Provider that are covered by the applicable Service
provided.
“
Total SCADA Data
Registers
” means SCADA data registers located on pipeline, trucking,
and/or storage tank assets owned by Service Recipient and/or Service Provider
for which Service Provider provides control room operations.
“
Total Shipper Truck and
Pipeline Injection Points
” means the total number of Truck and Pipeline
Injection Points used by Total Shippers.
“
Total Shippers
” means
the total number of companies and individuals, including Service Recipient, and
Service Provider, that ship or store Crude Products utilizing Service
Recipient’s or Service Provider’s pipeline, trucking, or storage tank assets
covered by the applicable Service provided under this Agreement in a given
calendar month.
“
Total Stations
” means
the total number of active truck and pipeline stations owned by Service
Recipient and Service Provider that are covered by the applicable Service
provided.
“
Total Trucks
Dispatched
” means the total number of trucks owned by Service Recipient
and Service Provider that are dispatched by Truck Dispatch Labor.
“
Truck and Pipeline Injection
Points
” means total number of active truck and pipeline injection points
for Crude Products owned by Service Recipient and Service Provider for which
Service Provider provides Services.
“
Truck Dispatch Labor
”
means Labor associated with individuals assigned to dispatch trucks owned by
Service Recipient and Service Provider per the applicable Service
provided.
EXHIBIT
E
Job
Functions Associated with Shared Services
1
Exhibit
|
Item
|
Description
|
Positions
|
Current Expected Count
|
Exhibit
A
|
2.03
|
Crude
Movements
|
Crude
Oil Movements Manager
|
1
|
|
|
|
Operations
Manager
|
1
|
|
|
|
Crude
Oil Support
Measurement
Tech
|
2
1
|
|
2.04
|
Dept
of Transportation
|
Manager
DOT Compliance and Safety
|
1
|
|
2.05
|
Right
of Way
|
Right
of Way Manager
|
1
|
|
|
|
Right
of Way Staff
|
1-2
|
|
2.06
|
Environmental
|
Environmental
Manager
|
1
|
|
|
|
Environmental
Staff
|
1-2
|
|
2.07
|
PL
Civil & Structural Maintenance
|
Maintenance
Manager
|
1
|
|
|
|
Maintenance
Coordinator
|
1
|
|
|
|
Pipeliner
|
1
|
|
2.08
|
Safety
|
Manager
DOT Compliance and Safety
|
1
|
|
|
|
Health
And Safety Compliance
|
1-2
|
|
2.09
|
PL
Truck Station Maintenance
|
Pipeline
Supervisor
|
1
|
|
|
|
Maintenance/Operations
Coordinator
|
1
|
|
|
|
Meter/Corrosion
Technician
|
1
|
|
|
|
Utility
Men
|
6
|
|
2.10
|
Project
Support
|
Engineer
Manager
|
1
|
|
|
|
Engineers
|
1-4
|
|
|
|
Corrosion
Technicians
|
1-2
|
|
|
|
I&E
Technicians
|
2-3
|
|
|
|
Project
Cost Analyst
|
1
|
|
|
|
Drafting
Tech
|
1
|
|
2.11
|
Truck
Dispatch
|
Dispatcher
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
B
|
2.01
|
Cushing
Terminal Operations
|
Manager
Terminal Operators (Open)
|
1
|
|
|
|
Terminal
Operator
|
3-5
|
|
|
|
|
|
Exhibit
C
|
2.01
|
SCADA
Control Room Operations
|
SCADA
Operator
|
4-5
|
1
Positions and current
expected count is based on current operations and encompasses filling current
vacant
positions. To
the extent Service Provider or Service Recipient expand or contract their
businesses, the positions and count may be
affected.
EXHIBIT
10.3
TRANSITION
SERVICES AGREEMENT
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
.”
W
I T N E S S E T H
WHEREAS,
Service Provider and Service Recipient have entered into a Master Agreement,
dated as of the date hereof (the “
Master Agreement
”),
pursuant to which, among other things, Service Provider will provide certain
services for Service Recipient’s operations (the “
Service Recipient
Business
”) for a limited transition period;
WHEREAS,
after the date hereof, Service Recipient will operate the Service Recipient
Business independently of the Service Provider’s other operations (the “
Service Provider
Business
”);
WHEREAS,
Service Recipient desires Service Provider to provide Service Recipient with
certain transition services related to the Service Recipient Business, which are
more particularly described on
Exhibits A, B, C
and
D
hereof (the
“
Services
”);
and
WHEREAS,
the Parties will pay for transition services and expenses in accordance with the
terms hereof on a basis reasonably related to cost of services
rendered.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
SECTION
1.
DEFINITIONS.
Unless
otherwise expressly noted, the words “hereof,” “herein,” “hereunder,” and words
of similar import shall refer to this Agreement as a whole and not to any
particular section, subsection or clause of it, and references herein to an
exhibit, schedule, section, subsection, or clause shall refer to those of or in
this Agreement. The meanings of terms defined herein shall be equally
applicable to both the singular and plural forms of those terms.
SECTION
2.
SERVICES.
(a)
Subject
to the terms and conditions hereof, during the Term (as hereinafter defined),
Service Provider shall provide to Service Recipient the Services set forth in
Exhibits A
,
B
,
C
, and
D
hereof.
(b)
As may be
required or at its option, and after receiving the written consent of Service
Recipient, which shall not be unreasonably withheld, conditioned or delayed,
Service Provider may cause any Service outlined hereunder to be provided by any
third party (an “
Outsourced
Service
”). Service Recipient hereby consents to any Outsourced
Services that are in existence as of the date hereof. Notwithstanding
anything to the contrary contained herein, Service Provider will not be
responsible for the quality of any Outsourced Service so long as Service
Provider reasonably selects the provider of such Services. In the
event an Outsourced Service provider commits a breach of an Outsourced Service
agreement that has, or in the reasonable judgment of Service Recipient has the
potential to have, a material adverse impact on Service Recipient, Service
Provider shall use commercially reasonable efforts to enforce any claims and
pursue any rights or remedies Service Provider may have against the Outsourced
Service provider for such breach or potential breach in the same manner with
which Service Provider seeks to enforce such a claim or pursue such rights or
remedies in respect of such a breach or potential breach adversely affecting
Service Provider. Service Provider shall use commercially reasonable
efforts to have Service Recipient be a third party beneficiary of any rights or
remedies Service Provider may have against the Outsourced Service provider for
any breach arising from or relating to any Outsourced Service. For
greater clarity and subject to
Section 11
, nothing
in this Agreement shall be interpreted as to relieve Service Provider from any
of its obligations hereunder, including its obligation to provide the Services
it is required to provide hereunder.
(c)
Notwithstanding
any other provision of this Agreement and without limiting the rights of Service
Recipient for a breach of Service Provider of its obligations under this
Agreement, Service Recipient shall have exclusive control and decision making
authority with respect to the Service Recipient Business and shall be
responsible for ensuring that the Service Recipient Business is in compliance
with all Applicable Laws. Service Provider shall not be responsible
for any Liabilities arising from (i) Service Provider’s compliance with any
instruction, direction or parameter given by Service Recipient or any constraint
imposed by Service Recipient or (ii) Service Recipient’s decision to not
implement any actions recommended by Service Provider in connection with its
provision of Services to Service Recipient.
SECTION
3.
FUNDING OF
EXPENSES.
The
Parties agree that Service Recipient will accrue for and pay its direct expenses
related to the Service Recipient Business, including, without limitation,
licensing, registration fees, taxes, surety bonds, legal fees, auditing fees and
other outside vendors with whom Service Recipient contracts; and the expense
allocation payable under
Exhibits A
,
B
,
C
, and
D
hereto. Service Provider further agrees that it will apportion or
chargeback any expenses at the end of each month, or any other applicable
billing period, and will not true up any such expenses to Service Recipient at
the end of any fiscal year.
SECTION
4.
TERM AND
TERMINATION.
4.1
Term
.
Exhibits A
,
B
,
C
, and
D
specifically
outline the term for which Services will be provided (the “
Term
”).
4.2
Effect of
Termination
. Each Party’s obligations to perform with respect
to the particular Service or Services provided to or by it hereunder shall end
as of the effective date of its termination in accordance with this Agreement;
provided
,
however
, that each
Party shall remain liable to the other as provided for hereunder with respect to
(a) any obligations accruing under this Agreement prior to the effective date of
such termination, or (b) as otherwise provided in this
Agreement. Notwithstanding anything in this Agreement to the
contrary,
Sections
4.2
,
9
,
10
and
13
shall survive the
expiration or termination of this Agreement.
SECTION
5.
COMPENSATION, PAYMENT AND
AUDIT REVIEWS.
5.1
Payment
of Service Fees to Service Provider
. In consideration for
Service Provider providing the Services to Service Recipient, Service Recipient
shall pay Service Provider the Service Fees in accordance with
Section 5.3
below.
5.2
Service
Fees
.
(a)
Not later
than fifteen (15) days following the end of each month, Service Provider shall
deliver to Service Recipient a statement (the “
Monthly Statement
”)
that details the actual cost allocable, to the extent applicable, for Services
to Service Recipient for that month as set forth on
Exhibits A, B, C
and
D
(the “
Service
Fees
”). Acceptable forms of delivery for the Monthly Statement
include facsimile, electronic mail, postal mail and hand delivery.
(b)
Service
Recipient shall have the right to review the supporting documentation for such
Monthly Statement pursuant to
Section 5.4
and
Service Recipient shall have thirty (30) days after its receipt of the Monthly
Statement to deliver a written notice to Service Provider (the “
Dispute Notice
”)
setting forth the items in dispute in reasonable details (the “
Disputed
Items
”). During the thirty (30) day period following delivery
of the Dispute Notice (the “
Resolution Period
”),
the Parties will use commercially reasonable efforts to reach agreement on the
Disputed Items set forth in the Dispute Notice. If the Parties are
unable to reach an agreement during the Resolution Period, then they will
appoint a mutually acceptable independent party to review the Dispute Notice and
determine the final amount of the Disputed Items. If the Parties are
unable to agree on a single independent party within fifteen (15) days after the
end of the Resolution Period, then the Parties will each appoint one (1)
independent party, who will jointly select a third independent party (singly or
collectively, the “
Referee
”), within
thirty (30) days after the end of the Resolution Period. The Referee
shall deliver its determination to the Parties within thirty (30) days from the
date of its engagement. The Referee’s report shall be final and
binding upon the Parties. The cost of the Referee’s engagement and
report shall be shared fifty percent (50%) by Service Provider and fifty percent
(50%) by Service Recipient. Notwithstanding anything herein to the
contrary, Service Provider shall continue providing Services during such time as
a dispute exists and nonpayment by Service Recipient of any Disputed Items that
are outstanding in accordance with this
Section 5.2(b)
shall
not constitute a breach of this Agreement.
(c)
In
accordance with Service Provider’s normal practices as of the date hereof,
Service Provider shall maintain reasonably complete and accurate records of and
supporting documentation for all non Fixed Fee charges and costs and all other
data and/or information created, generated, collected, processed or stored by
Service Provider in connection with the provision of the Services as provided
for in this Agreement (collectively, the “
Service
Records
”). Service Provider shall retain the Service Records
in accordance with Service Provider’s record retention policy; provided, that
Service Provider will retain records for a minimum of the term of this
Agreement. In the event of the termination of any Service provided by
Service Provider under this Agreement, Service Provider shall provide to Service
Recipient at Service Recipient’s request and cost a copy of all Service Records
pertaining to such terminated Service to the extent not previously provided
under
Section
5.4
.
5.3
Payments
of Service Fees by Service Recipient
.
Service Recipient
shall pay all Service Fees promptly, but no later than fifteen (15) days after
its receipt of the Monthly Statement to which such Service Fees apply, via wire
transfer of immediately available funds into a bank account designated by
Service Provider, except for Disputed Items that remain outstanding in
accordance with
Section 5.2(b)
of
this Agreement. If Service Recipient disputes any portion of a
Monthly Statement, Service Recipient must pay the undisputed
portion. Overdue amounts that are resolved in favor of Service
Provider will accrue interest at the one-month London Interbank Offered Rate
from the date that payment is due until paid in full. If overdue
amounts are resolved in favor of Service Provider, then Service Recipient will
pay all of Service Provider’s reasonable, out-of-pocket costs (including
reasonable attorney’s fees) of collecting past due payments and late payment
charges;
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
5.2(b)
. If overdue amounts are resolved in favor of Service
Recipient, then Service Provider will pay all of Service Recipient’s reasonable,
out-of-pocket costs (including reasonable attorney’s fees) of defending itself;
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
5.2(b)
. Any Disputed Items shall be resolved in accordance
with
Section
5.2(b)
of this Agreement.
5.4
Audit
Review
.
Upon the request
of Service Recipient for an audit, Service Provider agrees to afford Service
Recipient’s accountants (and internal and external auditors, inspectors,
regulators and other representatives that Service Recipient may designate from
time to time) reasonable access, during normal business hours and upon
reasonable notice during the Term, to the Service Records, and shall furnish
promptly such information concerning the Services and the Service Fees as
Service Recipient’s accountants (and internal and external auditors, inspectors,
regulators and other representatives that Service Recipient may designate from
time to time) reasonably request;
provided
,
however
, that such
investigation shall not unreasonably disrupt Service Provider’s
operations. Service Recipient will be limited to one (1) audit review
for the entirety of the Term of this Agreement,
provided
,
however
, if Service
Recipient has a reasonable business need for one (1) additional audit review,
Service Provider will facilitate one (1) additional audit review to the extent
the request is reasonable. Notwithstanding any provision of this
Article V
to
the contrary, Service Recipient and its internal and external auditors,
inspectors, regulators and other representatives shall not be given access to
(i) the proprietary information of customers of Service Provider or (ii) Service
Provider’s facilities that are not related to the provision of the
Services. Each Party will be responsible for its own costs associated
with any audit activity pursuant to this
Section
5.4
.
5.5
Notification
and Disclosure Matters
. Service Provider will notify Service
Recipient within forty-eight (48) hours regarding any issues pertaining to
Service Recipient in accordance with the disclosure procedures in place as of
the date hereof.
SECTION
6.
TAXES.
Service
Recipient shall pay all applicable sales and use taxes required to be paid on
Services provided to Service Recipient that may be due or become due in
connection with Service Provider’s performance of the
Services. Service Provider shall reasonably cooperate with Service
Recipient in order to permit Service Recipient to establish any exemption from
or reduction to, or obtain any credit or refund of, any such sales and use
Taxes.
SECTION
7.
PURPOSE.
7.1
Rights
and Obligations
. The Parties hereby enter into this Agreement
for the purpose of setting forth their respective rights and obligations
relating to (i) the furnishing of Services and (ii) the sharing of costs
associated therewith between Service Provider and Service
Recipient.
7.2
Nature of
the Relationship
.
(a)
The
relationship of the Parties under this Agreement is and shall be limited to one
of contract. Neither the contractual relationship between the Parties
established hereby nor any provision of this Agreement shall be construed to
create a partnership or joint venture between the Parties, or make either Party
in any way responsible for the indebtedness, obligations, legal compliance or
other liabilities of the other Party, except as specifically herein
provided. Neither Party shall have any authority or power to act for
or bind the other or to encumber, lease or convey any part of or interest in the
other Party’s property. The Parties shall develop procedures and
practices so that the interests of any Party are not favored or required to be
preferred over the interests of the other, except as provided
herein.
(b)
Except as
provided herein, this Agreement shall not in any manner (i) limit the
Parties in carrying on their respective separate businesses or activities,
(ii) impose upon either Party any fiduciary duty vis-a-vis the other or
(iii) impose upon either Party any obligation or liability.
(c)
The
Parties recognize that some of their respective operations are located at shared
sites and that necessary interactions result from the proximity of their
businesses and the shared responsibilities resulting from the use of the shared
sites. The businesses of the respective Parties will be managed by
the Parties, as independent companies, and each will act and conduct business
independently. Further, each Party recognizes its responsibility to
support the capability of each other Party to continue to conduct their
respective businesses for routine and non-routine activities (including but not
limited to start-up, shut down, emergency and other infrequent or unanticipated
opportunities or events).
SECTION
8.
NON-LIABILITY OF THE
PARTIES.
8.1
Standard
of Care
. Service Provider shall perform the Services in a good
and workmanlike manner, exercising reasonable skill, care and diligence in
performing the same, (i) consistent in all material respects with the practices
and processes followed or implemented by Service Provider when performing the
same Services in connection with the Service Provider Business, (ii) with the
same priority it would afford Service Provider’s operations and (iii) in
accordance with prudent industry practices and Applicable Law. Except
as described herein or due to a breach hereof, unless caused by the gross
negligence or willful misconduct of a Party, the respective Parties shall not be
liable for any damage arising out of their performance of this Agreement,
whether with respect to the person or property of the other Party or of any of
its employees, agents, or invitees, or otherwise.
8.2
Disclaimer
of Warranties; Limitation of Liability
.
SERVICE PROVIDER
MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ANY OF THE
SERVICES AND SERVICE PROVIDER DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES
IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT FOR THE PARTIES’
INDEMNIFICATION OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD PARTIES, THE
PARTIES’ LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT, ACTUAL DAMAGES
ONLY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIFIC PERFORMANCE,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR
OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS AGREEMENT.
SECTION
9.
INDEMNIFICATION.
9.1
Subject to Section 8
,
each Party (each an “
Indemnitor
”) shall
defend, indemnify, and hold harmless the other Party, each of such Party’s
Affiliates, and the officers, employees, directors, representatives and agents
of such Party and its Affiliates (collectively, “
Indemnitees
”) from
and against any and all Liabilities to the extent that they result from, arise
out of or relate to (a) an Indemnitor’s (i) breach of this Agreement, (ii)
failure to comply with any contract with a third party relating to the Services
or (iii) failure to comply with Applicable Law or (b) any gross negligence or
willful misconduct of such Indemnitor, its Affiliates or its officers,
employees, directors, managers, representatives or agents in connection with the
performance of such Party’s obligations under this Agreement. Such
Liabilities shall include, but not be limited to, reasonable attorneys’ fees and
any other out-of-pocket expenses incurred by an Indemnitee in defending or
prosecuting any lawsuit or action that arises out of the performance of this
Agreement. Notwithstanding the foregoing, however, an Indemnitor
shall not be liable to defend, indemnify or hold harmless any Indemnitee for any
Liabilities arising out of or resulting from the gross negligence or willful
misconduct of such Indemnitee.
9.2
In
addition to the indemnification obligations contained in
Section 9.1
above,
Service Recipient shall defend, indemnify, and hold harmless Service Provider,
each of Service Recipient’s Affiliates, and the officers, employees, directors,
representatives and agents of Service Provider and its Affiliates from and
against any and all Liabilities to the extent that they result from, arise out
of or relate to any allegation, claim, administrative finding or judicial
determination that Service Provider, by virtue of its performance of this
Agreement is an ‘operator’ or ‘generator’ under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or analogous state
laws, of any real property owned, operated, leased or occupied by Service
Recipient. For purposes of this
Article IX
, Service
Recipient shall be an “Indemnitor” and Service Providers and its Affiliates and
their respective officers, employees, directors and agents shall be
“Indemnitees”.
9.3
The
Parties’ obligations to defend, indemnify and hold each other harmless under the
terms of this Agreement shall not vest any rights in or be enforceable by any
third party, whether a Governmental Authority or private entity, nor shall they
be considered an admission of liability or responsibility for any purposes other
than those enumerated in this Agreement. The terms of this Agreement
are enforceable only by the Parties and their permitted successors and assigns,
and no third party, including a member of Service Recipient, shall have a
separate right to enforce any provision of this Agreement, or to compel any
Party to comply with the terms of this Agreement.
9.4
The
Indemnitee shall notify the Indemnitor as soon as practicable after receiving
notice of any claim or proceeding brought against it that might give rise to an
indemnity claim under this Agreement (an “
Indemnification
Claim
”) and shall furnish to the Indemnitor the complete details within
its knowledge. Any delay or failure by the Indemnitee to give notice
to the Indemnitor shall not relieve the Indemnitor of its obligations except to
the extent, if any, that the Indemnitor shall have been materially prejudiced by
reason of such delay or failure.
9.5
The
Indemnitor shall have the right to assume the defense, at its own expense and by
its own counsel, of any Indemnification Claim;
provided
,
however
, that such
counsel is reasonably acceptable to the Indemnitee Notwithstanding
the Indemnitor’s appointment of counsel to represent an Indemnitee, the
Indemnitee shall have the right to employ separate counsel reasonably acceptable
to the Indemnitor, and the Indemnitor shall bear the reasonable fees, costs and
expenses of such separate counsel if in the Indemnitee’s reasonable judgment (a)
the use of counsel chosen by the Indemnitor to represent the Indemnitee would
present such counsel with a conflict of interest or defenses that are available
to the Indemnitee that are not available to the Indemnitor or (b) the Indemnitor
shall not have employed counsel to represent the Indemnitee within a reasonable
time after notice of the institution of such Indemnification
Claim. If requested by the Indemnitor, the Indemnitee Party agrees to
reasonably cooperate with the Indemnitor and its counsel in contesting any claim
or proceeding that the Indemnitor defends, including, if appropriate, making any
counterclaim or cross-complaint. All reasonably incurred costs and
expenses incurred in connection with the Indemnitee’s cooperation shall be borne
by the Indemnitor.
9.6
No
Indemnification Claim may be settled or compromised by (a) the Indemnitee
without the written consent of the Indemnitor or (b) by the Indemnitor without
the written consent of the Indemnitee.
SECTION
10.
CONFIDENTIALITY.
From and
after the date hereof, each Party shall not and shall cause their directors,
officers, employees and Affiliates not to, directly or indirectly, disclose,
reveal, divulge or communicate to any person other than authorized officers,
directors and employees and Affiliates of the Party or use or otherwise exploit
for its own benefit any Confidential Information (as defined
below). No Party shall have any obligation to keep confidential (or
cause its officers, directors or Affiliates to keep confidential) any
Confidential Information if and to the extent disclosure thereof is specifically
required by Applicable Law or a dispute between the Parties;
provided
,
however
, that in the
event disclosure is required by Applicable Law or by regulation and as required
by regulatory authorities, the relevant Party shall, to the extent reasonably
possible, provide the other Party with prompt notice of such requirement prior
to making any disclosure so that the other Party may seek an appropriate
protective order. For purposes of this Agreement, “
Confidential
Information
” means any information with respect to the
operations and business practices of the other Party, including methods of
operation, customer lists, products, prices, fees, costs, inventions, trade
secrets, know-how, marketing methods, plans, personnel, suppliers, competitors,
markets or other specialized information or proprietary
matters. “Confidential Information” does not include, and there shall
be no obligation hereunder with respect to, information that (i) is generally
available to the public on the date of this Agreement or (ii) becomes generally
available to the public other than as a result of a disclosure not otherwise
permissible hereunder. The Parties consent to the filing of this
Agreement (i) with the Bankruptcy Court in connection with the Bankruptcy Cases
and (ii) with the Securities and Exchange Commission.
SECTION
11.
FORCE
MAJEURE.
11.1
If
Service Provider shall be delayed, hindered in or prevented from performing any
act required to be performed by it hereunder by any cause or circumstance which
is beyond its control including, without limitation, an act of god, strikes,
lockouts or other labor troubles occurring with respect to those sites for which
Services are being provided hereunder, inability to procure materials (including
energy), power failure, casualty, restrictive governmental laws, orders or
regulations, riots, insurrection, war or other reason of a like nature not the
fault of Service Provider, then performance of any such act shall be extended
for a period equivalent to the period of such delay and a reasonable period of
recovery thereafter.
11.2
If for
any of the reasons set forth above Service Provider shall be unable to perform
any obligation when due, Service Provider shall promptly notify Service
Recipient of such delay (and the estimated time that such delay shall continue),
in writing, and state the cause for the same. Service Provider shall
have the obligation to do everything reasonably within its power to remove such
cause, but shall not be required to incur any substantial additional expense or
materially depart from its normal business practices. Service Recipient shall
not be required to pay for any disrupted Services during the period in which
they are not being provided to Service Recipient pursuant to the terms of this
Agreement.
SECTION
12.
NOTICES.
12.1
Any
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if (i) hand delivered personally,
(ii) mailed by certified or registered mail, return receipt requested, (iii)
sent by Federal Express or other express carrier, fee prepaid, (iv) sent via
facsimile with receipt confirmed or (v) sent via electronic email with receipt
confirmed, provided that such notice or communication is addressed to the
respective Parties at the following addresses:
SemCrude,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention: Chief Financial
Officer
With a
copy to:
Weil,
Gotshal & Manges LLP
200
Crescent Court, Suite 300
Dallas,
Texas 75201
Phone: 214-746-7700
Fax: 214-746-7777
Attention: Michael
A. Saslaw, Esq.
SemGroup
Energy Partners, L.L.C.
Two
Warren Place
6120 S.
Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136
Phone:
(918) 524-5500
Fax: (918)
524-5805
Attention:
Chief Financial Officer
With a
copy to:
Baker
Botts L.L.P.
2001 Ross
Avenue, Suite 700
Dallas,
Texas 75201
Phone: (214)
953-6500
Fax: (214)
953-6503
Attention:
Doug Rayburn, Esq.
12.2
Any Party
may change the person and address to which notices or other communications to it
hereunder are to be sent by giving written notice of any such change to the
other Party in the manner provided in this
Section
12
.
SECTION
13.
GENERAL
PROVISIONS.
13.1
Entire
Agreement; Exhibits and Schedules
.
This Agreement,
and the Exhibits hereto, represent the entire understanding and agreement
between the Parties hereto with respect to the subject matter hereof and
supersede any previous agreements or correspondence between the Parties with
respect to the same. All Exhibits annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any capitalized terms used in any Exhibit but
not otherwise defined therein shall be defined as set forth in this
Agreement.
13.2
Amendments
and Waivers
. This Agreement and the Exhibits hereto can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement or the Exhibit hereto
signed by the Party against whom enforcement of any such amendment, supplement,
modification or waiver is sought. The Parties hereby acknowledge and
agree that a material amendment to this Agreement or any of the Exhibits
requires the approval of the Bankruptcy Court prior to the effective date of the
plan of reorganization in the Bankruptcy Cases. The waiver by any
Party hereto of a breach of any provision of this Agreement shall not operate or
be construed as a further or continuing waiver of such breach or as a waiver of
any other or subsequent breach. No failure on the part of any Party
to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such Party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.
13.3
Assignment;
Successors
.
This
Agreement shall be personal to each Party and no Party may assign or transfer
(directly or indirectly, by merger, consolidation, operation of law or
otherwise) its rights or obligations hereunder without the prior written consent
of the other Party, such consent not to be unreasonably withheld, conditioned or
delayed;
provided
,
however
, that a Party
may assign, without the prior written consent of each other Party, this
Agreement or their respective rights and obligations hereunder, in whole or in
part, to an Affiliate or any successor in interest of such Party, including the
purchaser of all or substantially all of the assets of such
Party. This Agreement shall inure to the benefit of, and shall be
binding upon, the Parties and their respective permitted successors and assigns,
including with respect to Service Provider, any reorganized debtor entity
appointed pursuant to the plan of reorganization of Service
Provider.
13.4
Counterparts
.
This Agreement
may be executed in any number of counterparts each of which, when so executed
and delivered (including by facsimile or electronic mail transmission), will be
deemed an original but all of which together will constitute one and the same
instrument.
13.5
Headings
.
The captions of
this Agreement are for convenience only and are not a part of this Agreement and
do not in any way limit or amplify the terms and provisions of this Agreement
and shall have no effect on its interpretation.
13.6
Severability
.
If any term or
provision of this Agreement is invalid, illegal or incapable of being enforced
by Law or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the legal and economic
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such determination that any
term or provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent
possible.
13.7
Governing
Law; Waiver of Jury Trial
. THIS AGREEMENT, THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY
DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR
ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED,
AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF OKLAHOMA
(WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). THE PARTIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION, OR IN ANY PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY
CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
13.8
Enforcement
.
(a)
Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all actions related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 12.1
;
provided
,
however
, that if a
plan of reorganization has become effective in the Bankruptcy Cases, the Parties
agree to and hereby unconditionally and irrevocably submit to the jurisdiction
of any federal or state court in Oklahoma and any appellate court from any
thereof, for the resolution of any such claim or dispute.
(b)
The
Parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by Applicable Law, any objection which they may now or hereafter have
to the laying of venue of any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby brought in any court
specified in paragraph (a) above, or any defense of inconvenient forum for the
maintenance of such dispute. Each of the Parties hereto agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(c)
Each of
the Parties hereto hereby consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section 12.1(ii)
;
provided
,
however
, that such
service shall not be effective until the actual receipt thereof by the Party
being served.
[Signature
page follows.]
IN WITNESS WHEREOF
, the
Parties hereto have made and executed this Agreement as of the day and year
first above written to be effective as of the Effective Date.
SERVICE
PROVIDER
SEMGROUP,
L.P.
By:
SemGroup G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMCRUDE,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMMATERIALS,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SEMMANAGEMENT,
L.L.C.
By:
/s/ Terrence
Ronan
Name: Terrence
Ronan
Title: President
& CEO
SERVICE
RECIPIENT
SEMGROUP
ENERGY PARTNERS, L.P.
By:
SemGroup Energy Partners G.P., L.L.C., its general partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMGROUP
CRUDE STORAGE, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMPIPE
G.P., L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMPIPE,
L.P.
By: SemPipe
G.P., L.L.C.,
its
general partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
SGLP
ASPHALT L.L.C.
By: SemMaterials
Energy Partners, L.L.C.,
its sole member
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
EXHIBIT
A
CORPORATE
TRANSITION SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of
Section 1.02
of this
Exhibit A
,
Service Provider may provide the Services on this
Exhibit A
for an
initial period of one (1) month, commencing on the Effective Date, or for such
shorter period as provided in this
Exhibit
A
. Services under
Sections 2.03
and
2.05
of this
Exhibit A
will
be for an initial period of two (2) months. Parties may mutually
agree to extend the term of the sections in this
Exhibit A, except for
Section 2.05,
for up to two additional one (1) month
periods. The term of
Section 2.05
of this
Exhibit A
cannot be extended beyond the initial period of two (2) months.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the transition services in this
Exhibit A
in the
following cases:
(a)
|
by
Service Recipient upon not less than five (5) days’ prior written notice
to Service Provider with respect to all or any portion of the Services
provided to it to it by Service Provider;
provided
,
however
, that
the Parties may mutually agree in writing to shorten such notice period
prior to termination of Services;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than fifteen (15) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within five (5) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
|
(c)
|
by
Service Provider with respect to any Service outlined in this
Exhibit A
provided to Service Recipient upon not less than fifteen (15) days’ prior
written notice to Service Recipient in the event Service Provider
experiences a loss of employees that results in Service Provider being
unable to fulfill any Service outlined in this
Exhibit A
;
provided
,
however
,
that Service Recipient and Service Provider may agree to a temporary
suspension, allow Service Provider to cover with other employees, allow
Service Provider five (5) days prior written notice if employees terminate
employment with no notice period to Service Provider, or allow Service
Provider to use Outsourced Service for Services rather than
termination; and
|
(d)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES.
Section
2.01
General
.
(a)
|
Service
Provider will provide Service Recipient with the services of such
employees as are needed to provide the Services outlined in this
Exhibit A
. The
charges and other terms and conditions relating to such Services are more
particularly described in
Sections
2.02-2.05
below.
|
(b)
|
Services
will be provided (i) consistent in all material respects with practices
and processes for the performance of such Services as historically
provided by the Service Provider to Service Recipient and those the
Service Provider provides for its own operations, to the extent
applicable, (ii) as specifically noted in
Sections
2.02-2.05
below, (iii) with the same priority that Service Provider
would afford Service Provider’s operations except as provided in
Section
2.01(c)
, and (iv) in accordance with Applicable
Law.
|
(c)
|
To
the extent applicable, Service Recipient acknowledges that Service
Provider must also facilitate its own business operations and may be
required to prioritize work from time to time. In such
instances, Service Provider will notify Service Recipient of any delay or
issues in providing the Service. If Service Recipient is unsatisfied with
the delay, Service Recipient may exercise its rights in
Section
1.02(a)
.
|
Section
2.02
Corporate Accounting
Support.
(a)
|
Service
Provider will provide continued applicable access to and applicable
support for Service Provider’s accounting systems to enable Service
Recipient to close their March 2009 accounting books. To the
extent applicable and in compliance with Service Provider’s legal
limitations, Service Provider will work with Service Recipient to migrate
needed accounting records to Service Recipient. Together these
services represent the corporate accounting support (
“Corporate Accounting
Service”
) Service Provider will provide to Service
Recipient.
|
(b)
|
Service
Provider will not have access to Service Recipient’s accounting system and
as such will not directly make any accounting entry into Service
Recipient’s accounting system; provided, that Service Provider will
provide Service Recipient appropriate documentation to support accounting
entries related to the services provided under this
Section 2.02
by
Service Provider. Service Provider will not have access to
Service Recipient’s bank accounts and as such will not process payments
for any accounts payable or accounts receivable for Service
Recipient.
|
(c)
|
Service
Recipient’s access to Service Provider’s accounting system will be limited
to entries relating to the time period prior to March 31,
2009.
|
(d)
|
Corporate
Accounting Charge = Corporate Accounting Fixed Fee + Corporate Accounting
Outsourced Service Charges
|
(i)
|
Charges
related to Service Provider’s internal costs will be charged at a fixed
rate of $21,000 (
“Corporate Accounting
Base Fee”
). Upon the termination of this service, the
fixed rate will be prorated for the portion of the calendar month the
service is provided.
|
1)
|
Corporate
Accounting Fixed Fee = Corporate Accounting Base Fee * (Month Calendar
Days for Service/Month Total Calendar
Days).
|
(ii)
|
Outsourced
Service charges related to Corporate Accounting
Services (“
Corporate Accounting
Outsourced Service Charges
”) incurred by Service Provider in
providing Corporate Accounting Services to Service Recipient will be
charged to Service Recipient.
|
Section
2.03
Property and Sales and Use
Tax Support.
(a)
|
Service
Provider will provide to Service Recipient property and sales and use tax
compliance support to Service Recipient (
“Tax
Service”
). Compliance support will include the
preparation of the applicable property, sales and use tax returns based
upon information provided by Service Recipient. Service
Recipient will be responsible for the review, signature and filing/mailing
of the returns
|
(b)
|
Service
Provider will not have access to Service Recipient’s accounting system and
as such will not directly make any accounting entry into Service
Recipient’s accounting system; provided, that Service Provider will
provide Service Recipient appropriate documentation to support accounting
entries related to the services provided by Service Provider under this
Section
2.03
. Service Provider will not have access to Service
Recipient’s bank accounts and as such will not process any tax related
accounts payable or accounts receivable for Service
Recipient.
|
(c)
|
Service
Provider will work with Service Recipient to transition the Tax Service to
a tax service provider as designated by Service Recipient during the Term
of this
Exhibit
A
. If Service Recipient needs additional transition time
after the Term of this
Exhibit A
, the
Parties will work in good faith to enter into an agreement to provide such
Tax Services.
|
(i)
|
If
Service Recipient chooses to use the same tax service provider as Service
Provider and the tax service provider is willing to credit a portion of
Service Provider’s 2009 prepaid fees to such tax service provider to
Service Recipient, Service Recipient will reimburse Service Provider for
such prepaid fees.
|
(d)
|
Tax
Service Charge = Tax Service Fixed Fee + Tax Service Outsourced Service
Charges
|
(i)
|
Charges
related to Service Provider’s internal costs will be charged at a fixed
rate of $30,000 (
“Tax Service Base
Fee”
). Upon the termination of this service, the fixed
rate will be prorated for the portion of the calendar month the service is
provided.
|
1)
|
Tax
Fixed Fee = Tax Base Fee * (Month Calendar Days for Service/Month Total
Calendar Days).
|
(ii)
|
Outsourced
Service charges related to Tax Services (“
Tax Outsourced Service
Charges
”) incurred by Service Provider in providing Tax Services to
Service Recipient will be charged to Service
Recipient.
|
(e)
|
Service
Provider will rely on information provided by Service Recipient in
providing Tax Services. Service Provider is not responsible for
the accuracy of any data provided by Service
Recipient.
|
Section
2.04
Information Technology
Support.
(a)
|
Service
Provider will provide applicable access to and support for Service
Provider’s information technology platform that Service Recipient had
immediately prior to the Effective Date, including, without limitation,
telecommunication services, and excluding any exceptions noted in this
Exhibit A
(
“IT
Service”
).
|
(b)
|
To
the extent applicable and in compliance with Service Provider’s legal
limitations and to the extent such actions do not jeopardize Service
Provider’s own records, Service Provider will work with Service Recipient
to migrate to Service Recipient needed electronic data files to operate
their business. Electronic data files will include historical
files related to Service Recipient’s operations and electronic
mail. Service Recipient will continue efforts to establish its
own information technology capabilities and Service Provider will work
with Service Recipient to establish a mutually agreeable cutover date for
information technology across Service Recipient’s
businesses.
|
(c)
|
Through
December 31, 2009, Service Provider agrees to forward any and all
electronic mail or other communications intended for Service Recipient or
any of its officers, directors, employees, contractors, and agents at no
cost to the extent the volume is reasonable and Service Recipient has made
reasonable efforts to notify parties of Service Recipient’s new electronic
addresses.
|
(d)
|
IT
Charge = IT Fixed Fee + IT Outsourced Service
Charges
|
(i)
|
Charges
related to Service Provider’s internal costs will be charged at a fixed
rate of $42,000 (
“IT Base
Fee”
). Upon the termination of this service, the fixed
rate will be prorated for the portion of the calendar month the service is
provided.
|
1)
|
IT
Fixed Fee = IT Base Fee * (Month Calendar Days for Service/Month Total
Calendar Days).
|
(ii)
|
Outsourced
Service charges related to IT Services (“
IT Outsourced Service
Charges
”) incurred by Service Provider in providing IT Services to
Service Recipient will be charged to Service
Recipient.
|
Section
2.05
Warren Place Sub
Lease.
(a)
|
Service
Recipient will reimburse Service Provider for office space and associated
operating costs for office space that Service Recipient subleases in suite
500 (
“Service
Recipient Office Sub Lease”
) from Service Provider at 6120 South
Yale Avenue, Tulsa, Oklahoma (
“Service Provider
Office Lease”
). A graphical representation of the square
footage associated with such Service Recipient Office Sub Lease is
attached hereto as
Schedule
2.05(a)
.
|
(b)
|
Service
Provider acknowledges that Service Recipient owns all office furniture and
furnishings, computer hardware, printers, telephones and other
communications devices, televisions, office supplies, copiers, equipment,
fixtures, cubicles, leasehold improvements and other tangible personal
property (“
Furniture and
Equipment
”) located within the office space that is the subject of
the Service Recipient Office Sub Lease. Service Recipient
acknowledges that, except for personal effects, including artwork, owned
by Service Recipient's or its Affiliates’ employees, Service Provider owns
the art work in the Service Recipient Office Sub Lease, including, but not
limited to, the art work listed on Schedule 2.05(b), and Service Provider
will remove such art work from Service Recipient Office Sub Lease within
thirty (30) days of the Effective Date of this
Agreement.
|
(c)
|
Service
Provider currently provides services relating to the security of the
office space that is the subject of the Service Recipient Office Sub
Lease, including access to and from such office space. Service
Provider will continue to provide such services and agrees to work with
Service Recipient to transition these security services to another
provider on or before the expiration of the Term of this
Section 2.06
of
Exhibit A
to the extent applicable.
|
(d)
|
Office
Sub Lease Charge = Office Sub Lease Rent + Office Sub Lease Outsourced
Service Charge
|
(i)
|
Office
Sub Lease Rent = (Office Sub Lease Square Feet * (Sub Lease Rental Rate +
Sub Lease Operating Rate))/12
|
1)
|
Service
Recipient currently sub-leases 12,476 square feet from Service Provider;
however, to the extent Service Recipient increases or decreases their
office space the square feet will be adjusted accordingly upon mutual
agreement by both Parties (
“Office Sub Lease
Square Feet”
).
|
2)
|
Service
Recipient will be charged a lease rental rate of $17.50 per square foot,
to the extent Service Provider’s lease rental rate increases or decreases
such increase or decrease will be applied to Service Recipient’s lease
rental rate (
“Sub Lease Rental
Rate”
).
|
3)
|
Service
Recipient will be charged an operating cost of $2.00 per square foot
(
“Sub Lease
Operating Rate”
). Sub Lease Operating Rate excludes
costs of parking associated with the Service Recipient Office Sub
Lease.
|
4)
|
Sub
Lease Rental Rate and Sub Lease Operating Rate are annual rates and will
be divided by twelve (12) calendar months in the annual
period.
|
(ii)
|
Outsourced
Service charges related to the Service Provider Office Lease (
“Office Lease
Outsourced Service Charges”
) incurred by Service Provider will be
allocated to Service Provider or Service Recipient, as applicable, when
charges can be identified to a specific Party or, when such charges cannot
be so identified, will be allocated to Service Recipient based on Office
Sub Lease Square Feet compared to the total square feet of Service
Provider Office Lease. Parking associated with Service
Recipient Office Sub Lease will be charged as Office Lease Outsourced
Service Charges.
|
(e)
|
If
Service Recipient wants to make a modification to the Office Sub Lease
Square Feet prior to May 31, 2009, Service Recipient will first obtain
Service Provider’s consent which may be conditioned on receiving Service
Provider’s landlord consent. If Service Recipient receives
consent from Service Provider to make a modification, Service Recipient is
responsible for any costs associated with making the modification and any
modification will be consistent with the modification plan that was
provided to the Service Provider to gain
consent.
|
(f)
|
Service
Provider may choose to formalize the Service Recipient Office Sub Lease
with a formal sub lease agreement the terms of which will be consistent
with those outlined herein. Service Recipient agrees to
cooperate and work in good faith to negotiate and execute such agreement
if requested by Service Provider.
|
(g)
|
Service
Recipient is responsible for negotiating a direct lease with the Service
Provider Office Lease landlord or procuring alternate office space by May
31, 2009. Service Provider (i) no longer intends to lease
the office space that is the subject of the Service Recipient Office Sub
Lease as of May 31, 2009, (ii) intends to notify the landlord of the
Service Provider Office Lease regarding such intent, and (iii) agrees to
take all reasonably necessary actions to terminate the office space that
is the subject of the Service Recipient Office Sub Lease with the landlord
of the Service Provider Office Lease on or prior to May 31,
2009. In no event shall Service Recipient be responsible for
costs, expenses, fees or penalties associated with such
termination.
|
Section
2.06
Administrative
Charge.
(a)
|
Service
Provider will add an administrative charge of 25% to all fixed fees,
except Office Sub Lease Rent, beginning with the second calendar month
from the Effective Date;
provided
,
however
, such
administrative charge will not exceed $25,000 per calendar
month. For clarity, there will be no administrative charge for
the first calendar month from the Effective
Date.
|
(b)
|
Administrative
Charge is;
|
(i)
|
For
calendar month one, Administrative Charge =
$0.00;
|
(ii)
|
For
calendar months two and three, Administrative Charge = Lessor of $25,000
or (.25 * (Corporate Accounting Fixed Fee + Tax Service Fixed Fee + IT
Fixed Fee)).
|
Section
2.07
Payment
of Charges
.
(a)
|
Services
outlined in this
Exhibit A
will
be invoiced monthly in accordance with
Section 5
of
this Agreement.
|
Section
2.08
Amendment
to Exhibit
.
(a)
|
Changes
to the Services provided under this
Exhibit A
must
be formalized as an amendment to this
Exhibit A
and
accepted in writing by the Parties.
|
EXHIBIT
B
CRUDE
TRANSITION SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of
Section 1.02
of this
Exhibit B
,
Service Provider may provide the Services on this
Exhibit B
for a
period of one (1) month, commencing on the Effective Date, or for such shorter
period as provided in this
Exhibit
B
. Parties may mutually agree to extend the Term of this
Exhibit B
for up to
three additional one (1) month periods,
provided
,
however
, the decision
to extend the Term of this
Exhibit B
is at the
sole election of the Service Recipient if Service Provider has not complied with
Section
2.01(b)
. In no event shall the Term of this
Exhibit B
extend
beyond four (4) months from the Effective Date.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the transition services in this
Exhibit B
in the
following cases:
(a)
|
by
Service Recipient upon not less than five (5) days’ prior written notice
to Service Provider with respect to all or any portion of the Services
provided to it to it by Service Provider;
provided
,
however
, that
the Parties may mutually agree in writing to shorten such notice period
prior to termination of Services;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than fifteen (15) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within five (5) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
|
(c)
|
by
Service Provider with respect to any Service outlined in this
Exhibit B
provided to Service Recipient upon not less than fifteen (15) days’ prior
written notice to Service Recipient in the event Service Provider
experiences a loss of employees that results in Service Provider being
unable to fulfill any Service outlined in this
Exhibit B
;
provided
,
however
,
that Service Recipient and Service Provider can agree to a temporary
suspension, allow Service Provider to cover with other employees, allow
Service Provider five (5) days prior written notice if employees terminate
employment with no notice to Service Provider or Service Provider has
complied with
Section
2.01(b)
, or allow Service Provider to use Outsourced Service
for Services rather than termination;
and
|
(d)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES.
Section
2.01
General
.
(a)
|
Service
Provider will provide Service Recipient with the services of such
employees as are needed to provide the Services outlined in this
Exhibit B
. The
charges and other terms and conditions relating to such Services are more
particularly described in
Section 2.02
below.
|
(b)
|
The
Parties acknowledge that the Services are being provided to allow
sufficient time for Service Recipient to hire accounting employees to
perform Service Recipient’s crude accounting. Such employees
may be hired from Service Provider’s crude oil accounting
staff. Service Provider agrees to take all reasonable actions
such that Service Recipient can make an offer of employment to such
Service Provider employees prior to the expiration of the Term and Service
Provider will be in compliance with this
Section 2.01
to
the extent such actions are taken. The Parties acknowledge that
the acceptance of employment is solely at the discretion of the
individuals being offered
employment.
|
(c)
|
Services
will be provided (i) consistent in all material respects with practices
and processes for the performance of such Services as historically
provided by the Service Provider and those the Service Provider provides
for its own operations, to the extent applicable, (ii) as specifically
noted in
Section
2.02
below, (iii) with the same priority that Service Provider
would afford Service Provider’s operations, and (iv) in accordance with
Applicable Law.
|
Section
2.02
Crude Oil Accounting
Support.
(a)
|
Service
Provider will provide to Service Recipient crude oil accounting support in
Oklahoma City, Oklahoma consistent with historical services provided to
Service Recipient by Service Provider (
“Crude Oil Accounting
Service”
).
|
(b)
|
Service
Provider will not have access to Service Recipient’s accounting system and
as such will not directly make any accounting entry into Service
Recipient’s accounting system;
provided
, that
Service Provider will provide Service Recipient appropriate documentation
to support accounting entries related to the Crude Oil Accounting Service
provided by Service Provider. Service Provider will not have
access to Service Recipient’s bank accounts and as such cannot process any
accounts payable or accounts receivable on behalf of Service
Recipient.
|
(c)
|
Crude
Accounting Charge = Crude Accounting Fixed Fee + Crude Accounting
Outsourced Service Charges
|
(i)
|
Charges
related to Service Provider’s internal costs will be charged at a fixed
rate of $23,000 (
“Crude Accounting Base
Fee”
). Upon the termination of this service, the fixed
rate will be prorated for the portion of the calendar month the service is
provided.
|
1)
|
Crude
Accounting Fixed Fee = Crude Accounting Base Fee * (Month Calendar Days
for Service/Month Total Calendar
Days).
|
(ii)
|
Outsourced
Service charges related to Crude Accounting Services (“
Crude Accounting
Outsourced Service Charges
”) incurred by Service Provider in
providing Crude Accounting Services to Service Recipient will be charged
to Service Recipient.
|
(d)
|
If
Service Provider desires to change historical operating practices in crude
oil accounting, Service Provider will first consult with Service Recipient
and procure Service Recipient’s concurrence with the desired
change. If Service Recipient does not concur with the desired
change, Service Provider will not make any changes to historical
practice.
|
Section
2.03
Administrative
Charge.
(a)
|
Service
Provider will not apply an administrative charge for the Services provided
under this
Exhibit
B
.
|
Section
2.04
Payment
of Charges
.
(a)
|
Services
outlined in this
Exhibit B
will
be invoiced monthly in accordance with
Section 5
of
this Agreement.
|
Section
2.05
Amendment
to Exhibit
.
(a)
|
Changes
to the Services provided under this
Exhibit B
must
be formalized as an amendment to this
Exhibit B
and
accepted in writing by the Parties.
|
EXHIBIT
C
MATERIALS
TRANSITION SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of
Section 1.02
of this
Exhibit C
,
Service Provider may provide the Services on this
Exhibit C
for a
period of three (3) months, commencing on the Effective Date, or for such
shorter period as provided in this
Exhibit
C
. Parties may mutually agree to extend the term of this
Exhibit C
for up to
two additional one (1) month periods. Notwithstanding the foregoing,
the Term for the Utility Deposit Transition Period shall be as indicated in
Section
2.04
.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the transition services in this
Exhibit C
in the
following cases:
(a)
|
by
Service Recipient upon not less than fifteen (15) days’ prior written
notice to Service Provider with respect to all or any portion of the
Services provided to it to it by Service Provider;
provided
,
however
, that
the Parties may mutually agree in writing to shorten such notice period
prior to termination of Services;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than fifteen (15) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within five (5) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
|
(c)
|
by
Service Provider with respect to any Service outlined in this
Exhibit C
provided to Service Recipient upon not less than fifteen (15) days’ prior
written notice to Service Recipient in the event Service Provider
eliminates the employees, such employees terminate their employment with
notice, or Service Recipient hires the employees that enable Service
Provider to fulfill any Service outlined in this
Exhibit C
;
provided
,
however
,
that Service Recipient may allow Service Provider five (5) days prior
written notice if employees terminate employment with no notice period to
Service Provider; and
|
(d)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES.
Section
2.01
General
.
(a)
|
Service
Provider will provide Service Recipient with the services of such
employees as are needed to provide the Services outlined in this
Exhibit C
and
the Parties will provide to each other the Services outlined in this
Exhibit
C
. The charges and other terms and conditions relating
to such Services are more particularly described in
Sections
2.02-2.04
below.
|
(b)
|
Service
Recipient acknowledges that Service Provider is in the process of winding
down Service Provider’s SemMaterials operations and that the winding down
of the operations will impact employee staffing and may impact operational
practices. To the extent Service Provider’s wind down of
SermMaterials results in elimination of employees providing the Service,
Service Provider may terminate the Service provided in accordance with
Section
1.02
.
|
(i)
|
To
the extent Service Recipient is interested in offering employment to
SemMaterials’ employees, Service Recipient and Service Provider will work
together in good faith to develop a process to facilitate employment
offers to employees.
|
(c)
|
To
the extent Service Recipient has provided the SemMaterials Tulsa, Oklahoma
office as a mailing address to receive correspondence of any nature,
Service Recipient is responsible for contacting parties and providing
parties with an alternate mailing address. During the term of
this
Exhibit
C
, Service Provider will use its reasonable best efforts to forward
Service Recipient correspondence to Service Recipient to the extent the
office is open and Service Provider has adequate
staffing.
|
(d)
|
SemMaterials
will transfer operational responsibility for each Asphalt Site to Service
Recipient during the term of this
Exhibit
C
. The date Service Provider notifies Service Recipient
of the transfer of operational responsibility for each Asphalt Site will
be the “
Asphalt
Site Transfer Date
”. Service Provider will terminate
Outsourced Service associated with each Asphalt Site on or before the
Asphalt Site Transfer Date with the exception of utilities which are
covered in
Section 2.04
of
this
Exhibit
C
.
|
(e)
|
As
of the Effective Date, Service Provider will carry insurance coverage
pertaining to SemMaterials’ assets owned by Service
Provider. Service Recipient is responsible for any insurance
coverage related to assets owned by it as of the Effective
Date.
|
(f)
|
The
Parties acknowledge and agree that the Services provided hereunder will
allow Service Recipient to provide asphalt cement and other product
terminalling and storage services on behalf of Service Provider and other
third parties, subject to the limitations referenced in this
Exhibit
C
.
|
(i)
|
To
the extent Service Recipient services to other third parties significantly
increases the Services provided under this
Exhibit C
,
Parties agree to negotiate in good faith to modify this agreement to
reflect such increases in Service
levels.
|
(g)
|
Services
will be provided (i) consistent with Services the Service Provider
provides for its own operations, to the extent applicable, (ii) as
specifically noted in
Sections
2.02-2.04
below, (iii) with the same priority that Service Provider
would afford Service Provider’s operations except as provided in
Section 2.01(h)
and (iv) in accordance with prudent industry practices, if applicable, and
Applicable Law.
|
(h)
|
To
the extent applicable, Service Recipient acknowledges that Service
Provider must facilitate its own business operations and may be required
to prioritize work from time to time. In such instances,
Service Provider will notify Service Recipient of any delay or issues in
providing the Service. If Service Recipient is unsatisfied with
the delay, Service Recipient may exercise its rights in
Section
1.02(a)
.
|
Section
2.02
Operational
Support
(a)
|
Service
Provider will provide operational services, including operational
management, engineering and environmental, health, and safety, to Service
Recipient to support operations of the Asphalt Sites (“
Operational
Service
”). To the extent Service Recipient hires
employees to perform any services covered in this
Section 2.02
,
Service Provider will no longer provide such
service.
|
(b)
|
Operational
Charge = Operational Labor Fee + Operational Outsourced Service
Charges
|
(i)
|
Charges
related to Service Provider’s labor costs will be charged at a fixed rate
per Asphalt Site as outlined in
Schedule 2.02
(“
Operational
Base Fee
”) up until the Asphalt Site Transfer Date. Upon
the Asphalt Site Transfer Date, the fixed rate for the applicable Asphalt
Site will be prorated for the portion of the calendar month the service is
provided.
|
(ii)
|
On
and after the Asphalt Site Transfer Date and to the extent the Service
Provider continues to employee operational staff at an Asphalt Site that
is expected to transfer to Service Recipient, Service Recipient will
reimburse Service Provider the Labor Cost of Service Recipient’s
operational staff that is employed by Service Provider at such Asphalt
Site. If applicable, Labor Cost will be prorated for the
portion of the calendar month the service is
provided.
|
1)
|
Operational
Labor Fee = Sum of all (Operational Base Fee * (Month Calendar Days for
Service/Month Total Calendar Days)) + Sum of all (Labor Cost * (Month
Calendar Days for Service/Month Total Calendar
Days)).
|
(iii)
|
Outsourced
Service charges related to Operational Services (“
Operational Outsourced
Service Charges
”) incurred by Service Provider in providing
Operational Services to Service Recipient will be charged to Service
Recipient as outlined in
Section 2.03(d)
of this
Exhibit
C
.
|
Section
2.03
Corporate
Support
(a)
|
Service
Provider will provide corporate employee support, including inventory,
accounts payable and accounting data transfer, permit, utilities,
engineering, environmental, health, and safety support to Service
Recipient to support operations of the Asphalt Sites (
“Corporate
Service”
). To the extent Service Recipient hires
employees to perform any services covered in this
Section 2.03
,
Service Provider will no longer provide such
service.
|
(b)
|
Corporate
Service Charge = Corporate Fixed Fee + Corporate Outsourced Service
Charges
|
(i)
|
Charges
related to Service Provider’s internal costs will be charged at a fixed
rate of $166,000 (“
Corporate Base
Fee
”). Upon the termination of any service of this
Corporate Service, the fixed rate will be prorated for the portion of the
calendar month the service is
provided.
|
1)
|
Corporate
Fixed Fee = Sum of (Corporate Base Fee * Applicable Corporate Percentage *
Applicable (Month Calendar Days for Service/Month Total Calendar
Days))
|
2)
|
Each
service of the Corporate Service represents a percentage of the Corporate
Base Fee (“
Corporate
Percentage
”). For each service of the Corporate Service,
the Corporate Percentage is as shown below with sum equaling
100%:
|
a)
|
Inventory
Service equals 20%;
|
b)
|
Accounts
Payable and Accounting Data Transfer Service equals
22%;
|
c)
|
Permit
Service equals 22%;
|
d)
|
Utilities
Support equals 11%;
|
e)
|
Engineering
Service equals 9%, and;
|
f)
|
Health
Safety and Environmental Service equals
16%.
|
(ii)
|
Outsourced
Service charges related to Corporate Services (“
Corporate Outsourced
Service Charges
”) incurred by Service Provider in providing
Corporate Services to Service Recipient will be charged to Service
Recipient.
|
(c)
|
Inventory Reporting
Support
|
(i)
|
Service
Provider will provide inventory services, including, without limitation,
the reporting and calculation of inflows and outflows of volumes of
asphalt cement or other product at the Asphalt Sites (“
Inventory
Service
”). Inventory Service shall include, without
limitation, the preparation and delivery by Service Provider of the BAPCO
Weekly Inventory Report to Service Recipient consistent with historical
practice.;
provided
,
however
, to the
extent Service Recipient has access to the applicable SemMaterials
Software that generates such reporting, Service Provider will only provide
Inventory Service for up to thirty (30) days after such applicable
SemMaterials Software is available to Service
Recipient.
|
1)
|
Service
Provider will keep records and reports relating to the recording of the
volume of asphalt cement and other product received into and delivered
from the terminals and storage tanks at the Asphalt Sites and calculated
in accordance with historical practice. All such records and
reports for the prior month will be delivered to Service Recipient within
ten (10) days of the end of each
month.
|
(ii)
|
Service
Provider will not have access to Service Recipient’s accounting system
and, as such, will not directly make any accounting entry into Service
Recipient’s accounting system;
provided
, that
Service Provider will provide documentation for services in this
Section 2.03
necessary for the making of such entries by Service
Recipient.
|
(d)
|
Accounts Payable and
Accounting Data Transfer
Support.
|
(i)
|
Service
Provider will provide accounts payable support for SemMaterials consistent
with historical practice and accounting data transfer support as outlined
in
Exhibit
E
of this Agreement (“
Accounts Payable and
Accounting Data Transfer Service
”) to the extent applicable given
certain limitations as outlined herein. Accounts payable
support will be limited to receiving invoices, coding invoices, and
delivering invoices to Service Recipient for
processing.
|
(ii)
|
Invoices
covering services that relate to the Asphalt Site up to the Asphalt Site
Transfer Date will be coded to Service Recipient or Service Provider
consistent with historical practices. For invoices covering
services on and after the Asphalt Site Transfer Date all invoices will be
coded directly to Service Recipient. Any such invoices relating
to Service Recipient’s business will be sent directly to Service Recipient
for payment to such vendor.
|
(iii)
|
Service
Provider will not have access to Service Recipient’s accounting system and
as such will not directly make any accounting entry into Service
Recipient’s accounting systems;
provided
, that
Service Provider will provide Service Recipient appropriate documentation
to support accounting entries related to this service by Service
Recipient. Service Provider will not have access to Service
Recipient’s bank accounts and as such will not process payments for any
accounts payable.
|
(i)
|
Service
Provider will work in good faith with Service Recipient to transfer all
environmental, regulatory, and operating permits for the Asphalt Sites to
Service Recipient and its Affiliates to the extent permitted by
law. If a transfer is not permitted by law, Service Provider
and its Affiliates will work in good faith to have permits issued to
Service Recipient (“
Permit
Service
”) by the applicable
agency.
|
(ii)
|
Service
Recipient acknowledges that the transfer of permits is dependent on
regulatory actions and is not in the control of Service
Provider.
|
(i)
|
Service
Provider will support and cooperate in good faith with Service Recipient
to transfer utilities associated with Asphalt Transferred Assets to
Service Recipient (“
Utilities Support
Service
”).
|
(i)
|
Service
Provider will provide engineering support for operations associated with
the Asphalt Sites (“
Engineering
Service
”).
|
(h)
|
Health Safety and
Environmental Support.
|
(i)
|
Service
Provider will provide health, safety, and environmental support for
operations associated with the Asphalt Sites (“Health Safety and
Environmental Service”).
|
Section
2.04
Utilities.
(a)
|
The
Parties will negotiate in good faith regarding the transfer of utilities
including deposits that may be posted with a Utility Service Provider for
such utilities. In some instances Service Provider and Service
Recipient may determine the best course of action will be for Service
Provider to terminate utility service rather than transfer the utility
service to the Service Recipient. To the extent applicable,
during and after the transfer of utilities, each Party will appropriately
reimburse the other Party for any utilities paid on its
behalf. The transfer of utilities for Asphalt Sites may occur
on different dates, the date the utility is transferred for an Asphalt
Site or Asphalt Sites will be the date the utility or utilities are
transferred for that site or sites (“
Utility Transfer
Date
”).
|
(i)
|
Service
Recipient acknowledges that Service Provider will take into account the
full financial impact to transition utilities including pre-petition cure
amounts or claims which may impact if utilities will be transitioned
between the Parties.
|
(b)
|
Utilities
= Service Recipient Utilities – Service Provider Utilities + Prepaid
Utilities + Service Recipient Utility Deposit
Reimbursements
|
(i)
|
Prior
to the Utility Transfer Date, Service Provider will charge Service
Recipient utilities associated with an Asphalt Site where Service Provider
is no longer storing Existing Asphalt Inventory (“
Service Recipient
Utilities
”). Utilities will be allocated equally over
the calendar month and each Party will pay their portion of the utilities
prior to or after the Utility Transfer Date as
applicable.
|
(ii)
|
After
the Utility Transfer Date for each Asphalt Sites, Service Provider will
pay Service Recipient for utilities associated with any Asphalt Site where
Service Provider continues to store Existing Asphalt Inventory (“
Service Provider
Utilities
”) up to the Asphalt Site Transfer
Date. Utilities will be allocated equally over the calendar
month and Service Provider will pay their portion of the utilities prior
to Asphalt Site Transfer Date.
|
(iii)
|
If
as of the Utility Transfer Date the Service Provider has prepaid utilities
on account with Utility Service Provider (“
Prepaid Utility
Service Provider
”) and services with the Prepaid Utility Service
Provider are transferred to Service Recipient, Service Recipient will
reimburse Service Provider for any prepaid utilities. If
services with the Prepaid Utility Service Provider are not transferred to
Service Recipient, then Service Provider will terminate the service with
the Prepaid Utility Service Provider and collect any prepaid utilities
directly from the Prepaid Utility Service
Provider.
|
(iv)
|
To
the extent the Parties reach an agreement to transfer services with a
Utility Service Provider between the Parties, the Parties have agreed to
negotiate in good faith an arrangement for utility deposits to be repaid
to Service Provider over a time period (“
Utility Deposit
Transition
”) to avoid disruption of utility services and minimize
the liquidity impact to Service Recipient. For clarity, utility
deposits may be in the form of cash or letters of credit and may be posted
for an Asphalt Site or may cover multiple Asphalt Sites (“
Asphalt Site
Deposit
”). To the extent the Parties do not reach an
arrangement to transfer services with a Utility Service Provider then
Service Recipient will be solely responsible for providing any needed
deposit to Utility Service Provider to initiate service with a Utility
Service Provider. If any utility service is not being
transferred to Service Recipient or if any utility service is being
transferred but the deposits are not being transferred, Service Provider
will receive any applicable deposit refund per the arrangement Service
Provider has with the Utility Service
Provider.
|
1)
|
Parties
agreed to a time period of up to six calendar months to facilitate the
Utility Deposit Transition, to the extent the Parties reach an agreement
(“
Utility
Deposit Transition Period
”).
|
2)
|
The
Parties have further agreed that the aggregate Asphalt Site Deposit is not
expected to exceed $3,000,000 (“
Aggregate
Deposits
”). To the extent the actual aggregate deposits
exceed the Aggregate Deposits the Parties have agreed to negotiate in good
faith to find a solution for any amount exceeding the Aggregate Deposits
(“
Additional
Aggregate Deposits
”).
|
3)
|
If
Parties agree to a Utility Deposit Transition for an Asphalt Site Deposit,
the Asphalt Site Deposit will be reimbursed to the Service Provider
equally over the Deposit Transition Period calendar months remaining on
the Utility Transfer Date. To the extent there are Additional
Aggregate Deposits, the Asphalt Site Deposit will be reimbursed according
to the terms of the agreement reached by the Parties if
applicable. Collectively, all reimbursements for Utility
Deposit Transition are referred to as “
Service Recipient
Utility Deposit
Reimbursements
”.
|
Section
2.05
Administrative
Charge.
(a)
|
Service
Provider will add an administrative charge of 10% to all fixed fees under
this
Exhibit
C
beginning with the third calendar month from the Effective Date;
provided
,
however
,
such administrative charge will not exceed $20,000 per calendar
month. For clarity, there will be no administrative charge for
the first two calendar months from the Effective
Date.
|
(b)
|
Administrative
Charge is;
|
(i)
|
For
calendar month one and two, Administrative Charge =
$0.00;
|
(ii)
|
For
calendar months three and beyond Administrative Charge = Lessor of $20,000
or (.10 * (Operations Labor Fee + Corporate Fixed
Fee)).
|
Section
2.06
Payment of
Charges.
(a)
|
Services
outlined in this
Exhibit C
will
be invoiced monthly in accordance with
Section 5
of
this Agreement.
|
Section
2.07
Amendment to
Exhibit.
(a)
|
Changes
to the Services provided under this
Exhibit C
must
be formalized as an amendment to this
Exhibit C
and
accepted in writing by the Parties.
|
EXHIBIT
D
SEMMATERIALS
SOFTWARE
ARTICLE
I.
SOFTWARE TRANSFER, CHARGES,
AND TERMS.
Section
1.01
SemMaterials
Software.
(a)
|
Service
Recipient shall have the option (the “
SemMaterials Software
Option
”), to have the Service Provider Parties transfer any of the
asphalt front-office systems and related software licenses described below
(the “
SemMaterials
Software
”), to the extent permissible, to the Service Recipient
Parties.
|
(i)
|
SemMaterials
Software includes, without limitation, the
following:
|
3)
|
Utility
Payments (replaced Pace);
|
4)
|
MSDGen
and its replacement; and
|
Section
1.02
Terms.
(a)
|
To
the extent permissible, any transfer of SemMaterials Software will be
pursuant to the following terms and
conditions:
|
(i)
|
SemMaterials
shall retain the SemMaterials Software in connection with the orderly wind
down of its operations;
|
(ii)
|
Promptly
after the date hereof, Service Recipient will notify SemMaterials if it is
aware of any SemMaterials Software that it wishes to assume and
SemMaterials will provide information as reasonably requested by Service
Recipient with respect to the SemMaterials Software, including (1) the
date on which SemMaterials will no longer need to use the SemMaterials
Software (the “
Software Transfer
Date
”), (2) the cure and any other payments required in connection
with the assumption and assignment of any contracts related to the
SemMaterials Software (the “
Software Third Party
Contract
”); and (3) the amount of any prepaid maintenance,
licensing or other costs related to the SemMaterials Software paid or to
be paid by the Service Provider Parties as of the Software Transfer Date
(the “
Software
Transfer Costs
”);
|
(iii)
|
To
exercise the SemMaterials Software Option, Service Recipient must deliver
written notice of such exercise to Service Provider no later than April
30, 2009 (the “
Software Option
Deadline
”). If Service Recipient exercises the
SemMaterials Software Option with respect to any Software Third Party
Contract, and if such Software Third Party Contract is assumed and
assigned, then Service Recipient will be solely responsible for any cure
or other payments required in connection with the assumption and
assignment of such Software Third Party Contract, regardless of when such
assumption and assignment occurs or when such payment is
due;
|
(iv)
|
Upon
receipt of written notice and payment from Service Recipient exercising
the SemMaterials Software Option, the Service Provider Parties shall
promptly file a motion with the Bankruptcy Court seeking to assume and
assign all identified Software Third Party Contracts free and clear of any
Liens; and
|
(v)
|
If
Service Recipient exercises the SemMaterials Software Option, then on the
Software Transfer Date, and subject to any restrictions on transfer,
SemMaterials, SMEP and certain of their Affiliates will execute and
deliver the agreement (the “
SemMaterials Software
Transfer Agreement
”) relating to the transfer of the SemMaterials
Software to the Service Recipient Parties and the Service Recipient
Parties shall pay to the Service Provider Parties an amount equal to the
Software Transfer Costs.
|
Section
1.03
General.
(a)
|
Service
Provider will not provide any data associated with Service Provider’s
SemMaterials operations. Service Provider will provide
documentation relating to any transferred Software Third Party Contract
and, if applicable, data associated with Service Recipient Business in the
provision of the services in
Exhibit C
of
this Agreement.
|
(b)
|
Service
Recipient is responsible for implementation of SemMaterials
Software. Upon request of Service Recipient, Service Provider
may provide implementation support to the extent Service Provider has
sufficient resources to provide services and Service Provider will advise
Service Recipient of the costs associated with such implementation
support.
|
(c)
|
To
the extent possible or practicable, Service Recipient will have usage
benefit of any SemMaterials Software for which it has exercised the
SemMaterials Software Option from the date of such election until such
SemMaterials Software is transferred to Service
Recipient. Usage benefit may be administered by Service
Provider if it is not practicable for Service Recipient to have direct
access.
|
EXHIBIT
E
DATA
TRANSFER SERVICES
ARTICLE
I.
TERM AND
TERMINATION.
Section
1.01
Term
. Subject
to earlier termination in accordance with the provisions of
Section 1.02
of this
Exhibit E
,
Service Provider may provide the Services in this
Exhibit E
for a
period of two (2) months, commencing on the Effective Date, or for such shorter
period as provided in this
Exhibit
E
. Parties may mutually agree to extend the term of this
Exhibit E
for up to
two additional one (1) month periods.
Section
1.02
Early
Termination
. This Agreement may be terminated with respect to
the transition services in this
Exhibit E
in the
following cases:
(a)
|
by
Service Recipient upon not less than five (5) days’ prior written notice
to Service Provider with respect to all or any portion of the Services
provided to it by Service Provider;
provided
,
however
, that
the Parties may mutually agree in writing to shorten such notice period
prior to the termination of
Services;
|
(b)
|
by
Service Provider with respect to the Services provided to Service
Recipient upon not less than fifteen (15) days’ prior written notice to
Service Recipient in the event of a material breach by Service Recipient
of any term or provision of this Agreement, unless such breach has been
cured within five (5) days from receipt by Service Recipient of such
notice;
provided
,
however
; that
nonpayment of any Disputed Items that remain outstanding in accordance
with
Section
5.2(b)
of this Agreement shall not constitute a breach of this
Agreement;
|
(c)
|
by
Service Provider with respect to any Service outlined in this
Exhibit E
provided to Service Recipient upon not less than fifteen (15) days’ prior
written notice to Service Recipient in the event Service Provider
experiences a loss of employees that results in Service Provider being
unable to fulfill any Service outlined in this
Exhibit E
;
provided
,
however
,
that Service Recipient and Service Provider can agree to a temporary
suspension, allow Service Provider to cover with other employees, allow
Service Provider five (5) days prior written notice if employees terminate
employment with no notice period to Service Provider, or allow Service
Provider to use Outsourced Service for Services rather than
termination; and
|
(d)
|
by
Service Provider and Service Recipient upon mutual
agreement.
|
ARTICLE
II.
SERVICES PROVIDED AND
CHARGES.
Section
2.01
General
.
(a)
|
Service
Provider will work in good faith with Service Recipient to transfer or
allow Service Recipient access to copy Service Recipient’s books, files,
and records (electronic and tangible) that are in the possession of
Service Provider to the extent allowed by law and to the extent it does
not jeopardize Service Provider’s own books, files, and
records.
|
(b)
|
Service
Provider will provide the Services relating to this
Exhibit E
under
applicable sections in
Exhibits A
,
B
, and
C
of this
Agreement.
|
(c)
|
If
applicable Services under
Exhibits A
,
B
, and
C
are
terminated and Services are still needed under this
Exhibit E
,
Parties will work together in good faith to negotiate a new arrangement
for Services.
|
EXHIBIT
F
DEFINED
TERMS
“
Asphalt Site or Asphalt
Sites”
means a site or sites associated with the Asphalt Transferred
Assets as defined in the Master Agreement.
“
Agreement
” has the
meaning given such term in the preamble.
“
Applicable Law
” means
(i) any law, statute, regulation, code, ordinance, license, decision, order,
writ, injunction, decision, directive, judgment, policy, or decree of any
Governmental Authority and any judicial or administrative interpretations
thereof, (ii) any agreement, concession or arrangement with any Governmental
Authority and (iii) any license, permit or compliance requirement by any
Governmental Authority, in each case applicable to either Party and as amended
or modified from time to time.
“
Bankruptcy Cases
”
means (i) the chapter 11 cases commenced by SemGroup and certain of its direct
and indirect subsidiaries (other than SemGroup Holdings) on July 22, 2008,
jointly administered under Case No. 08-11525 (BLS) and (ii) the chapter 11 case
commenced by SemGroup Holdings on October 22, 2008 under Case No. 08-12504
(BLS).
“
Bankruptcy Court
”
means the United States Bankruptcy Court for the District of Delaware or any
other court having jurisdiction over the Bankruptcy Cases from time to
time.
“
Confidential
Information
” has the meaning given such term in
Section
10
.
“
Dispute Notice
” has
the meaning given such term in
Section
5.2(b)
.
“
Disputed Items
” has
the meaning given such term in
Section
5.2(b)
.
“
Effective Date
” has
the meaning given such term in the preamble.
“
Fixed Fee
” means,
collectively, the Corporate Accounting Fixed Fee, the Property Tax Fixed Fee,
the IT Fixed Fee, the Crude Accounting Fixed Fee, the Accounts Payable Fixed
Fee, the Permit Fixed Fee and the Utilities Fixed Fee.
“
Governmental
Authority
” means any foreign or U.S. federal, state, regional, local or
municipal governmental body, agency, instrumentality, board, bureau, commission,
department, authority or entity established or controlled by a government or
subdivision thereof, including any legislative, administrative or judicial body,
or any person purporting to act therefor.
“
Indemnification
Claim
” has the meaning given such term in
Section
9.4
.
“
Indemnitees
” has the
meaning given such term in
Section
9.1
.
“
Indemnitor
” has the
meaning given such term in
Section
9.1
.
“
Labor Cost
” means
fully loaded salary, for full and part time employees of Service Provider
providing Services under this Agreement. Fully loaded salary for
employees whose compensation is based on an annual salary will be their base
salary plus loading of 50%. Fully loaded salary for employees who are
paid on an hourly basis will be their applicable hourly rate times the
applicable hours worked up to 40 hours with loading of 50% plus any overtime
hours times the applicable hourly rate with loading of 10%.
“
Liabilities
” means
any obligation, liability, charge, deficiency, assessment, interest, penalty,
judgment, award, cost or expense of any kind (including reasonable attorneys’
fees, other fees, court costs and other disbursements). The term also
includes any liability that directly or indirectly arises out of or is related
to any claim, proceeding, judgment, settlement or judicial or administrative
order made or commenced by any third party or Governmental
Authority.
“
Master Agreement
” has
the meaning given such term in the recitals.
“
Month Calendar Days for
Service
” means the total calendar days the applicable Service was
provided in the applicable month.
“
Monthly Statement
”
has the meaning given such term in
Section
5.2(a)
.
“
Month Total Calendar
Days
” means the total calendar days in an applicable month.
“
Outsourced Service
”
has the meaning given such term in
Section
2(b)
.
“
Party
” and “
Parties
” has the
meaning given such terms in the preamble.
“
Referee
” has the
meaning given such term in
Section
5.2(b)
.
“
Resolution Period
”
has the meaning given such term in
Section
5.2(b)
.
“
Service Fees
” has the
meaning given such term in
Section
5.2(a)
.
“
Service Provider
” has
the meaning given such term in the preamble.
“
Service Provider
Business
” has the meaning given such term in the recitals.
“
Service Provider
Parties
” shall mean the “SemGroup Parties” as defined in the Master
Agreement.
“
Service Recipient
”
has the meaning given such term in the preamble.
“
Service Recipient
Business
” has the meaning given such term in the recitals.
“
Service Recipient
Parties
” shall mean the “SGLP Parties” as defined in the Master
Agreement.
“
Service Records
” has
the meaning given such term in
Section
5.2(c)
.
“
Services
” has the
meaning given such term in the recitals.
“
Term
” has the meaning
given such term in
Section
4.1
.
“
Utility Service
Provider”
means a company which provides utility services to Asphalt
Sites.
EXHIBIT
A, SCHEDULE 2.05(a)
EXHIBIT
A, SCHEDULE 2.05(b)
Artist
last
|
First
|
Title
|
Media
|
Size
|
Gallery/Gallery
Number
|
Location
|
Description
|
Abbott
|
Len
|
Sunday
Morning
|
Mixed
Media on Paper
|
16x36
|
Mary
Bell Galleries/ LA0116
|
NE
Map storage/copy room
|
|
Earthrowl
|
Kathleen
|
Moment
at the Pond 17 #70906
|
Oil
on Canvas
|
60x48
|
#70906
|
Kevin
Foxx's office
|
|
Ebbers
|
Deborah
|
West
Light
|
Oil
on Panel
|
15
7/8 x 54
|
|
Main
Lobby, facing south
|
|
Gooden
|
Jeanie
|
Sunshine
Shining, 2007
|
Painting
Mixed Media
|
56x56
|
M.A.
Doran Gallery/ 13014-7
|
Hall
west of lobby
|
yellow
canvas - abstract Large canvas, yellow with abstract in
center
|
Judge
|
Heather
|
Asten
24
|
|
18
x 36
|
Mary
Bell Galleries/ HJ-44
|
Main
kitchen
|
textured
w/leave, greens and red
|
McCurry
|
Steve
|
children
in auto window
|
Photo
|
|
|
Exec.
Kitchen
|
Two
children looking in auto window
|
McCurry
|
Steve
|
Peshawar,
Pakistan 1984
|
Photo
|
|
Frederic
Got Fine Art
|
Exec.
Kitchen
|
young
girl in red headscarf
|
McCurry
|
Steve
|
Steam
train Agra Uttar Pradesh Inde 1983
|
Photo
|
|
Frederic
Got Fine Art
|
Exec.
Kitchen
|
Men
in turbans on train
|
Mindeli
|
|
Jour
D'ete
|
Painting
on Paper
|
|
Billy
Hork Galleries MI18J03-9
|
Kitchen
off Lobby
|
trees
along a river
|
Noice
|
Marshall
|
East
Avenue
|
|
|
Reimbursment
to Tom Kivisto
|
Executive
Board Room
|
Title
on back says "East Avenue"
|
Noice
|
Marshall
|
Salida
Park
|
|
|
Reimbursment
to Tom Kivisto
|
Executive
Board Room
|
Title
on back says "Salida Park"
|
Ricketson
|
Jerry
|
A
Quiet Place
|
Oil
Painting
|
28
x 14
|
|
Central
Hall East end
|
|
Ricketson
|
Jerry
|
Evening
Shadows of Autumn
|
Oil
Painting on Linen
|
24
x 48
|
Jerry
Ricketson
|
Southeast
wall
|
|
Stevens
|
Rick
|
Exchange,
2007
|
Oil
on Linen
|
30x30
|
Mary
Bell Galleries/ RS5-07
|
Exec
kitchen
|
large
framed colorful abstract
|
Stone
|
Mia
|
Squaring
Stone
|
|
16
x 36
|
Mary
Bell Galleries/ RO1044
|
South
hall, east of lobby
|
|
Stone
|
Mia
|
Squaring
Sunset
|
|
16
x 36
|
Mary
Bell Galleries/ RO0112
|
South
hall, east of lobby
|
|
Striffolino
|
Robert
|
Light
Reflections II
|
|
72x72
|
Manitou
Galleries/ STRIFR35
|
Reception
Lobby
|
Yellow
abstract
|
Striffolino
|
Robert
|
Light
Reflections IV
|
|
72x72
|
Manitou
Galleries/ STRIFR37
|
Reception
Lobby
|
Red
abstract
|
Tagliapietra
|
Lino
|
Mandara,
2005
|
Blown
Glass
|
25.25
x 15.25
|
|
Main
Lobby
|
|
Unavailable
|
no
tag
|
Japanese
Letter
|
|
|
|
Executive
Board Room
|
Framed
Japanese letter
|
Unknown
|
Artist
|
Bridal
Currency, Mawskawin People, Irian Jaya, Indonesia, 19th
Century
|
Stone
|
22"
|
|
Exec.
Board Room
|
|
Unknown
|
Artist
|
Bridal
Currency, Mawskawin People, Irian Jaya, Indonesia, 19th
Century
|
Stone
|
23"
|
|
Exec.
Board Room
|
|
Unknown
|
Artist
|
Bridal
Currency, Mawskawin People, Irian Jaya, Indonesia, 19th
Century
|
Stone
|
29"
|
|
Exec.
Board Room
|
|
Unknown
|
Artist
|
Tantric
Lingam - Privacy Screen
|
Wood
(?)
|
|
Primitive
Art Works
|
Board
Room (?)
|
|
Unknown
|
Artist
|
Tantric
Lingam - Privacy Screen
|
Wood
(?)
|
|
Primitive
Art Works
|
Board
Room (?)
|
|
EXHIBIT
C, SCHEDULE 2.02
Exhibit
10.4
CONTRIBUTION,
CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT
by
and among
SEMMATERIALS,
L.P.,
K.C.
ASPHALT, L.L.C.,
SGLP
ASPHALT, L.L.C.,
and
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
effective
as of
11:59
PM CDT on March 31, 2009
CONTRIBUTION,
CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This
CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “
Agreement
”), dated as
April 7, 2009, to be effective as of 11:59 PM CDT on March 31, 2009 (the “
Effective Date
”), by
and among SemMaterials Energy Partners, L.L.C., a Delaware limited liability
company (“
SMEP
”), K.C. Asphalt,
L.L.C., a Colorado limited liability company (“
K.C. Asphalt
”),
SemMaterials, L.P., an Oklahoma limited partnership (“
SemMaterials
”, and
together with K.C. Asphalt, the “
Sellers
”), and SGLP
Asphalt, L.L.C., a Texas limited liability company (“
SGLP
Asphalt
”). SMEP, K.C. Asphalt, SemMaterials and SGLP Asphalt
are sometimes herein referred to individually as a “
Party
” and
collectively as the “
Parties
.”
RECITALS
WHEREAS
, pursuant to that
certain Contribution Agreement (the “
Original Contribution
Agreement
”) by and among the Sellers and SMEP, dated as of January 28,
2008, the Sellers contributed and assigned the Prior Transferred Assets (as
defined herein) to SMEP;
WHEREAS
, pursuant to the
Original Contribution Agreement, the Sellers retained and reserved the Prior
Retained Assets (as defined herein) and retained and reserved all of the rights
and obligations associated with the Prior Retained Assets;
WHEREAS
, pursuant to a
Purchase Agreement, dated as of January 14, 2008, SemMaterials sold and
transferred 100% of the limited liability company membership interests of SMEP
to SemGroup Energy Partners Operating, L.L.C. on February 20, 2008;
WHEREAS
, commencing on July
22, 2008, the Sellers and certain of their Affiliates (as defined herein) filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (as
defined herein), which cases are pending in the Bankruptcy Court (as defined
herein);
WHEREAS
, the Sellers are
debtors and debtors in possession in the Bankruptcy Cases (as defined herein)
and are currently authorized to conduct each of their respective businesses
under Sections 1107 and 1108 of the Bankruptcy Code;
WHEREAS
, on March 12, 2009,
the Bankruptcy Court approved the terms of a global settlement among Sellers and
SMEP, among others, contained in that certain Term Sheet and authorized, among
other things, Sellers to transfer to SemGroup Energy Partners, L.P. or its
Affiliates the Asphalt Processing Assets (as defined herein) and the Prior
Retained Leasehold Agreements and terminate the Prior Retained
Easements;
WHEREAS
, on the Effective
Date, it is contemplated that SemMaterials will transfer 100% of the limited
liability company membership interests of SGLP Asphalt to SMEP pursuant to a
Membership Interest Transfer Agreement (the “
Membership Interest Transfer
Agreement
”);
WHEREAS
, the Sellers desire to
terminate the Prior Retained Easements (as defined herein) and to convey and
assign the interests previously retained in the Prior Retained Leasehold
Agreements (as defined herein) to SMEP and SMEP desires to release the Prior
Retained Easements and to have the Prior Retained Leasehold Agreements
contributed and assigned to it;
WHEREAS
, the Sellers desire to
contribute and assign the Asphalt Processing Assets (as defined herein) to SGLP
Asphalt, and SGLP Asphalt desires to have the Asphalt Processing Assets
contributed and assigned to it; and
WHEREAS
, the Sellers desire to
retain and reserve the Excluded Assets (as defined herein) and to retain and
reserve all of the rights and obligations associated with the Excluded
Assets.
AGREEMENTS
NOW, THEREFORE
, for and in
consideration of the premises, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the Parties, the Parties hereby agree as
follows:
ARTICLE
1
Certain
Definitions
1.01
In this
Agreement, unless the context requires otherwise, the terms defined in the
preamble and the Recitals have the meanings indicated and the following terms
will have the meanings indicated below:
“
2009 ISRA Notification
Liabilities
” means any notifications required under ISRA in connection
with the transfer of the Prior Retained Easements, the Prior Retained Leasehold
Agreements or the Asphalt Processing Assets.
“
Affiliates
” shall
have the meaning given such term in Master Agreement.
“
Applicable Law
”
means, with respect to any Person, any Law applicable to such Person or its
business, properties or assets.
“
Asphalt Processing
Assets
” shall mean all assets (other than the Excluded Assets, the Prior
Retained Easements and the Prior Retained Leasehold Agreements) at the terminals
listed on
Schedule
1.01(a)
that are owned, leased or licensed by the Sellers and that are
connected to, adjacent to, or otherwise contiguous with the Prior Transferred
Assets, including, but not limited to the following: (i) all structures, rolling
stock, boats, fixtures, facilities, storage tanks and related equipment and
other assets connected to, adjacent to, or otherwise contiguous with the Prior
Transferred Assets, more particularly described on
Schedule 1.01(b)
attached hereto; (ii) to the extent same are not transferred under subsection
(i), any and all tools, spare parts, racks, storage tanks, machinery, equipment,
pumps, engines, pipes, lab equipment, computer hardware, miscellaneous parts and
all other tangible personal property owned by the Sellers and connected to,
adjacent to, or otherwise contiguous with the Prior Transferred Assets; and
(iii) all books, files and records (including tangible and electronic) to the
extent related to the Asphalt Processing Assets.
“
Assumed Liabilities
”
shall have the meaning given such term in
Section
2.03
.
“
Bankruptcy Cases
”
means the Chapter 11 cases commenced by SemGroup, L.P. and certain of its
subsidiaries, including the Sellers, on July 22, 2008 (including any case
commenced after the Effective Date), jointly administered under Case No.
08-11525 (BLS).
“
Bankruptcy Code
”
means Title 11 of the United States Code, as amended.
“
Bankruptcy Court
”
means the United States Bankruptcy Court for the District of Delaware or any
other court having jurisdiction over the Bankruptcy Cases from time to
time.
“
Claims
” shall mean
claims, counterclaims, liabilities, demands, agreements, contracts, covenants,
suits, actions, causes of action, obligations, controversies, compensation,
losses, costs, expenses, attorneys’ fees, damages, judgments, orders and
liabilities of whatever kind, type, nature, character or description, in law,
equity or otherwise, whether now known or unknown, whether or not asserted,
whether in contract or in tort, or any other potential claims of any nature,
kind or description, including, but not limited to, any right to contribution,
lender liability, usury, course of dealing, counterclaim or set off, whether or
not made by or payable to a third party, inchoate or choate, contingent or
vested, liquidated or unliquidated, suspected or unsuspected, and whether or not
sealed or hidden, including, but not limited to, any and all claims as defined
in section 101(5) of the Bankruptcy Code.
“
Environmental Law
”
means all Applicable Laws relating to health, safety, the environment, natural
resources or the protection thereof, including but not limited to any applicable
provisions of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. § 9601
et seq.
, the Hazardous
Materials Transportation Act, 49 U.S.C. § 5101
et seq.
, the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901
et seq.
, the Clean Water Act,
33 U.S.C. § 1251
et
seq.
, the Clean Air Act, 42 U.S.C. § 7401
et seq
., the Toxic Substances
Control Act, 15 U.S.C. § 2601
et seq.
, the Atomic Energy
Act, 42 U.S.C. § 2011
et
seq.
,
the
Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136
et seq.
, the Oil
Pollution Act of 1990, 33 U.S.C. §2701
et seq.
, and the Safe
Drinking Water Act, 42 U.S.C. § 300f et seq., and the regulations promulgated
pursuant thereto, and all analogous state or local statutes and
regulations.
“
Environmental Liabilities
and Obligations
” means all Liabilities arising from any impairment or
damage to the environment or natural resources or failure to comply with
Environmental Laws in connection with the ongoing ownership or operation of the
Asphalt Processing Assets or conduct of Sellers’ Business, including, without
limitation, Liabilities
attributable to negligence or strict
liability and Liabilities
related to: (i) the transportation, storage,
use, handling or disposal of Hazardous Substances or waste; (ii) the Release of
Hazardous Substances or waste; (iii) any other pollution or contamination of the
surface, substrata, soil, air, ground water, surface water or marine
environments; (iv) any other obligations imposed under Environmental Laws with
respect to Sellers’ Business or the transfer or sale of Sellers’ Business or any
Asphalt Processing Assets; and (v) all obligations with respect to personal
injury, property damages, wrongful death and other damages and losses arising
under Applicable Law as a result of any of the matters identified in
subparagraphs (i) – (iv).
“
Excluded Assets
”
shall mean the following: (i) the assets listed on
Schedule 1.01(c)
;
(ii) all Intellectual Property associated with the Asphalt Processing Assets;
and (iii) all asphalt, cement, and other product owned by Sellers that is stored
in or passes through the Prior Transferred Assets, the Asphalt Processing Assets
or both.
“
Governmental
Authority
” means any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
any governmental authority, agency, department, board, commission or
instrumentality of the United States, including, without limitation, the IRS,
any state of the United States or any political subdivision thereof, and any
tribunal, court or arbitrator(s) of competent jurisdiction, and shall include
the Bankruptcy Court.
“
Hazardous
Substance(s)
” means and includes, each substance defined, designated,
classified or regulated as a hazardous waste, hazardous substance, hazardous
material, pollutant, contaminant, radioactive material or byproduct, or toxic
substance under any Environmental Law and any petroleum or petroleum
products.
“
Intellectual
Property
” means all patents, patent applications, trademarks, trademark
applications, service marks, tradenames, copyrights, trade secrets and domain
names.
“
ISRA
” means the New
Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K and N.J.A.C. 7:26B, and
regulations promulgated thereunder.
“
Law
” means any U.S.
or foreign federal, state or local law (including common law), statute, code,
ordinance, Order, rule, regulation or other requirement enacted, promulgated,
issued or entered by a Governmental Authority.
“
Liabilities
” means
any and all debts, losses, liabilities, Claims, damages, expenses, fines, costs,
royalties, proceedings, deficiencies or obligations (including those arising out
of any action, such as any settlement or compromise thereof or judgment or award
therein), of any nature, whether known or unknown, absolute, accrued, contingent
or otherwise and whether due or to become due, and whether or not resulting from
third party claims, and any reasonable out-of-pocket costs and expenses
(including reasonable legal counsels’, accountants’, or other fees and expenses
incurred in defending any action or in investigating any of the same or in
asserting any rights hereunder).
“
Lien
” means (i) any
and all liens, pledges, mortgages, deeds of trust, security interests, leases,
subleases, charges, options, rights of first refusal or negotiation, easements,
servitudes, transfer restrictions under any shareholder or similar agreement and
other encumbrances of any kind or nature, including any and all liens as defined
in section 101(37) of the Bankruptcy Code and (ii) any and all
Claims.
“
Master Agreement
”
means the Master Agreement, entered into as of the Effective Date, by and among
the SemGroup Parties (as defined therein) and the SGLP Parties (as defined
therein);
“
Order
” means any
order, injunction, judgment, decree, ruling, writ, finding, assessment or
arbitration award.
“
Person
” or “
person
” means and
includes natural persons, corporations, limited partnerships, limited liability
companies, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and all
Governmental Authorities.
“
Permitted Exceptions
”
means: (i) statutory rights to assert carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like liens imposed by Law, arising in the
ordinary course of business and securing obligations that are not yet due and
payable or are being contested in good faith; and (ii) minor irregularities in
title, boundaries, or other survey defects, easements, leases, restrictions,
servitudes, permits, reservations, exceptions, zoning restrictions,
rights-of-way, conditions, covenants, and rights of others in any property for
streets, roads, bridges, railroads, electric transmission and distribution
lines, telegraph and telephone lines, flood control, water rights, rights of
others with respect to navigable waters, sewage and drainage rights existing as
of the Effective Date and other similar charges or encumbrances, in each case
that do not adversely interfere with the occupation, use and enjoyment of the
assets as they are currently being used as of the Effective Date.
“
Prior Retained
Assets
” shall mean the “Retained Assets” as defined in the Original
Contribution Agreement.
“
Prior Retained
Easements
” shall mean the “Retained Easements” as defined in the Original
Contribution Agreement.
“
Prior Retained Leasehold
Agreements
” shall mean the “Retained Leasehold Agreements” as defined in
the Original Contribution Agreement.
“
Prior Transferred
Assets
” shall mean the “Acquired Assets” as defined in the Original
Contribution Agreement.
“
Sellers’ Business
”
means the business of purchasing, researching and developing, producing,
storing, and distributing liquid asphalt cement products, emulsions, and
residual fuel throughout the United States.
“
Tax
” means all
federal, state, provincial, territorial, municipal, local or foreign income,
profits, franchise, gross receipts, environmental (including taxes under Code
Section 59A), customs, duties, net worth, sales, use, goods and services,
withholding, value added, ad valorem, employment, social security, disability,
occupation, pension, real property, personal property (tangible and intangible),
stamp, transfer, conveyance, severance, production, excise and other taxes,
withholdings, duties, levies, imposts and other similar charges and assessments
(including any and all fines, penalties and additions attributable to or
otherwise imposed on or with respect to any such taxes, charges, fees, levies or
other assessments, and interest thereon) imposed by or on behalf of any Taxing
Authority.
“
Taxing Authority
”
means any Governmental Authority exercising any authority to impose, regulate,
levy, assess or administer the imposition of any Tax.
ARTICLE
2
Contribution,
Conveyance, Assignment and Assumption
of
the Asphalt Processing Assets and Prior Retained Leasehold
Agreements
2.01
Contribution
of the Asphalt Processing Assets by K.C. Asphalt to SGLP
Asphalt
. For good and valuable consideration, the sufficiency
of which is hereby acknowledged, K.C. Asphalt hereby grants, contributes,
transfers, assigns and conveys to SGLP Asphalt all right, title and interest of
K.C. Asphalt in and to those Asphalt Processing Assets owned, leased or licensed
by K.C. Asphalt, free and clear of any and all Liens (other than Permitted
Exceptions), and SGLP Asphalt hereby agrees to assume any and all rights and
obligations associated with said Asphalt Processing Assets accruing from and
after the Effective Date.
2.02
Contribution
of the Asphalt Processing Assets by SemMaterials to SGLP
Asphalt
. For good and valuable consideration, the sufficiency
of which is hereby acknowledged, SemMaterials hereby grants, contributes,
transfers, assigns and conveys to SGLP Asphalt all right, title and interest of
SemMaterials in and to those Asphalt Processing Assets owned, leased or licensed
by SemMaterials, free and clear of any and all Liens (other than Permitted
Exceptions), and SGLP Asphalt hereby agrees to assume any and all rights and
obligations associated with said Asphalt Processing Assets accruing from and
after the Effective Date.
2.03
Termination
and Release of Prior Retained Easements by K.C. Asphalt to
SMEP
. For good and valuable consideration, the sufficiency of
which is hereby acknowledged, K.C. Asphalt hereby terminates all of its rights,
title and interest in and to the Prior Retained Easements applicable to K.C.
Asphalt and SMEP hereby releases such Prior Retained Easements. In
connection therewith, K.C. Asphalt shall deliver to SMEP, and SMEP shall deliver
to K.C. Asphalt simultaneously with this Agreement, a Termination and Release of
Easement, substantially in the form attached hereto as
Exhibit A
, for each
of the properties listed on
Schedule
2.03
.
2.04
Termination
and Release of Prior Retained Easements by SemMaterials to
SMEP
. For good and valuable consideration, the sufficiency of
which is hereby acknowledged, SemMaterials hereby terminates all of its rights,
title and interest in and to the Prior Retained Easements applicable to
SemMaterials and SMEP hereby releases such Prior Retained
Easements. In connection therewith, SemMaterials shall deliver to
SMEP, and SMEP shall deliver to SemMaterials, simultaneously with this
Agreement, a Termination and Release of Easement, substantially in the form
attached hereto as
Exhibit A
, for each
of the properties listed on
Schedule
2.04
.
2.05
Assignment
and Assumption of Prior Retained Leasehold Agreements by K.C. Asphalt to
SMEP
. For good and valuable consideration, the sufficiency of
which is hereby acknowledged, K.C. Asphalt hereby grants, transfers, assigns and
conveys to SMEP all right, title and interest of in and to the Prior Retained
Leasehold Agreements applicable to K.C. Asphalt, free and clear of any and all
Liens (other than Permitted Exceptions), and shall deliver to SMEP, and SMEP
shall deliver to K.C. Asphalt, simultaneously with this Agreement, an Assignment
and Assumption of Leasehold Interests in connection therewith, substantially in
the form attached hereto as
Exhibit B
, for each
of the properties listed on
Schedule 2.05
, and
SMEP hereby agrees to assume any and all rights and obligations associated with
said Prior Retained Leasehold Agreements accruing from and after the Effective
Date.
2.06
Assignment
and Assumption of Prior Retained Leasehold Agreements by SemMaterials to
SMEP
. For good and valuable consideration, the sufficiency of
which is hereby acknowledged, SemMaterials hereby grants, transfers, assigns and
conveys to SMEP all right, title and interest in and to the Prior Retained
Leasehold Agreements applicable to SemMaterials, free and clear of any and all
Liens (other than Permitted Exceptions), and shall deliver to SMEP, and SMEP
shall deliver to SemMaterials, simultaneously with this Agreement, an Assignment
and Assumption of Leasehold Interests in connection therewith, substantially in
the form attached hereto as
Exhibit B
, for each
of the properties listed on
Schedule 2.06
, and
SMEP hereby agrees to assume any and all rights and obligations associated with
said Prior Retained Leasehold Agreements accruing from and after the Effective
Date.
2.07
Assumed
and Retained Liabilities by SMEP
.
(a)
Except as
provided in
Section
2.07(b)
, in connection with the transfer of the Prior Retained Leasehold
Agreements hereunder, SMEP shall only assume the obligations that are
attributable to the ownership of the Prior Retained Leasehold Agreements to the
extent accruing after the Effective Date (the “
SMEP Assumed
Liabilities
”). Except for the SMEP Assumed Liabilities, SMEP
shall not assume or have any Liability with respect to any obligation or
Liability of the Sellers in respect of the Prior Retained Leasehold Agreements,
the Prior Retained Easements or otherwise, whether absolute, accrued, contingent
or otherwise, and whether due or to become due. Without limiting the
previous sentence, the Parties acknowledge that SMEP shall specifically not
assume any Liability for any Tax payable by SemMaterials or K.C. Asphalt in
respect of the Prior Retained Leasehold Agreements or the Prior Retained
Easements or otherwise attributable to SemMaterials’ or K.C. Asphalt’s ownership
of the Prior Retained Leasehold Agreements or the Prior Retained
Easements.
(b)
SMEP
shall assume any and all Environmental Liabilities and Obligations in respect of
the Prior Retained Easements, the Prior Retained Leasehold Agreements or
otherwise, whether absolute, accrued, contingent or otherwise, and whether due
or to become due, other than the 2009 ISRA Notification
Liabilities. Sellers acknowledge and agree that they will be solely
responsible for the 2009 ISRA Notification Liabilities. SMEP, on its
behalf and on behalf of its Affiliates, hereby releases, acquits and discharges
each of the Sellers and their Affiliates from, and covenants not to sue each of
the Sellers and their Affiliates for or on, and holds each of the Sellers and
their Affiliates harmless against, any and all Claims,
including Claims arising under
Environmental Laws,
relating or attributable to, or arising out of or in
connection with, such Environmental Liabilities and Obligations (other than the
2009 ISRA Notification Liabilities).
2.08
Assumed
and Retained Liabilities by SGLP Asphalt
.
(a)
Except as
provided in
Section
2.08(b)
, in connection with the transfer of the Asphalt Processing Assets
hereunder, SGLP Asphalt shall only assume the obligations that are attributable
to the ownership and operation of the Asphalt Processing Assets to the extent
accruing after the Effective Date (the “
SGLP Asphalt Assumed
Liabilities
”). Except for the SGLP Asphalt Assumed
Liabilities, SGLP Asphalt shall not assume or have any Liability with respect to
any obligation or Liability of the Sellers in respect of the Asphalt Processing
Assets or otherwise, whether absolute, accrued, contingent or otherwise, and
whether due or to become due. Without limiting the previous sentence,
the parties acknowledge that SGLP Asphalt shall specifically not assume any
Liability for any Tax payable by SemMaterials or K.C. Asphalt in respect of the
Asphalt Processing Assets or otherwise attributable to SemMaterials’ or K.C.
Asphalt’s ownership or operation of the Asphalt Processing Assets.
(b)
SGLP
Asphalt shall assume any and all Environmental Liabilities and Obligations in
respect of the Asphalt Processing Assets or otherwise, whether absolute,
accrued, contingent or otherwise, and whether due or to become due, other than
the 2009 ISRA Notification Liabilities. Sellers acknowledge and agree
that they will be solely responsible for the 2009 ISRA Notification
Liabilities. SGLP Asphalt, on its behalf and on behalf of its
Affiliates, hereby releases, acquits and discharges each of the Sellers and
their Affiliates from, and covenants not to sue each of the Sellers and their
Affiliates for or on, and holds each of the Sellers and their Affiliates
harmless against, any and all Claims,
including Claims arising under
Environmental Laws,
relating or attributable to, or arising out of or in
connection with, such Environmental Liabilities and Obligations (other than the
2009 ISRA Notification Liabilities).
ARTICLE
3
Disclaimers;
Representations and Warranties
3.01
K.C.
Asphalt and SemMaterials Disclaimer to SGLP Asphalt Regarding the Asphalt
Processing Assets
. THE ASPHALT PROCESSING ASSETS ARE BEING
TRANSFERRED AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS, WHERE IS AND WITH
ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT,
WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR
IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE SELLERS,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO
QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR
PURPOSE.
3.02
K.C.
Asphalt and SemMaterials Disclaimer to SMEP Regarding the Asphalt Processing
Assets
. THE PRIOR RETAINED LEASEHOLD AGREEMENTS ARE BEING
TRANSFERRED AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS, WHERE IS AND WITH
ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH HEREIN, WITHOUT
REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED,
EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE SELLERS, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO QUALITY,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE.
ARTICLE
4
Further
Assurances
4.01
Further
Assurances of K.C. Asphalt and SemMaterials to SGLP Asphalt and
SMEP
. From time to time after the Effective Date, and without
any further consideration, each of K.C. Asphalt and SemMaterials shall execute,
acknowledge and deliver such additional assignments and other conveyance
documents, and will do all such other acts and things, all in accordance with
Applicable Law, as may be necessary or reasonably appropriate to more fully and
effectively to vest in SGLP Asphalt, SMEP and its respective successors and
assigns beneficial and record title to the Asphalt Processing Assets or the
Prior Retained Leasehold Agreements and to terminate the Prior Retained
Easements, as applicable, to release the Prior Retained Easements and/or to more
fully and effectively carry out the purposes and intent of this Agreement
(including, without limitation, the provisions of Section 5.09).
4.02
Further
Assurances of SGLP Asphalt and SMEP to K.C. Asphalt and
SemMaterials
. From time to time after the Effective Date, and
without any further consideration, each of SGLP Asphalt and SMEP shall execute,
acknowledge and deliver such additional assignments and other conveyance
documents, and will do all such other acts and things, all in accordance with
Applicable Law, as may be necessary or reasonably appropriate to more fully and
effectively carry out the purposes and intent of this Agreement (including,
without limitation, the provisions of Section 5.09).
ARTICLE
5
Miscellaneous
5.01
Headings; References; Interpretation
. All
article and section headings in this Agreement are for convenience only and
shall not be deemed to control or affect the meaning or construction of any of
the provisions hereof. The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole, including without limitation, all exhibits and schedules
attached hereto, and not to any particular provision of this
Agreement. All references herein to articles, sections, exhibits and
schedules shall, unless the context requires a different construction, be deemed
to be references to the articles, sections, exhibits and schedules of this
Agreement, respectively, and all such exhibits and schedules attached hereto are
hereby incorporated herein and made a part hereof for all
purposes. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders,
and the singular shall include the plural and vice versa. The use
herein of the word “including” following any general statement, term or matter
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as “without limitation,”
“but not limited to,” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general
statement, term or matter.
5.02
Binding
Effect; Successors
.
The provisions of
this Agreement shall be binding upon and inure to the benefit of the Parties and
the respective successors and assigns of each of the Parties, including, without
limitation, any trustee hereinafter appointed in the Bankruptcy Cases as the
representative of the estates of the SemGroup Parties (as defined in the Master
Agreement), or any other representative of the SemGroup Parties who qualifies in
a case under the Bankruptcy Code or in connection with any other state,
provincial, or federal proceeding. The terms and conditions of this
Agreement shall survive:
(a)
the entry
of any subsequent Order converting any of the Bankruptcy Cases from chapter 11
of the Bankruptcy Code to chapter 7 of the Bankruptcy Code;
(b)
the
appointment of any trustee in any of the Bankruptcy Cases in any ensuing chapter
7 cases under the Bankruptcy Code;
(c)
the
confirmation of a plan of reorganization for any of the Sellers under the
Bankruptcy Code;
(d)
the
dismissal of any of the Bankruptcy Cases or an Order withdrawing the reference
from the Bankruptcy Court;
(e)
an Order
from the Bankruptcy Court abstaining from handling any of the Seller’s
Bankruptcy Cases; or
(f)
a sale,
assignment or other disposition of all or part of the Seller’s assets or this
Agreement to any third party and/or assignee.
5.03
No Third
Party Rights
.
The provisions of
this Agreement are intended to bind the Parties hereto and their successors and
assigns as to each other and are not intended to and do not create rights in any
other person or confer upon any other person any benefits, rights or remedies
and no person is or is intended to be a third party beneficiary of any of the
provisions of this Agreement.
5.04
Counterparts
.
This Agreement
may be executed in any number of counterparts, each of which, when so executed
and delivered (including by facsimile or electronic mail transmission), will be
deemed an original, but all of which together will constitute one and the same
instrument.
5.05
Governing
Law
.
THIS AGREEMENT,
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR
CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT,
TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED,
AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
OKLAHOMA
(WITHOUT
REGARD TO ANY CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE APPLICATION OF
THE LAW OF ANY OTHER JURISDICTION).
5.06
Severability
.
If any of the
provisions of this Agreement are held by any court of competent jurisdiction to
contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity
shall not invalidate the entire Agreement. Instead, this Agreement
shall be construed as if it did not contain the particular provision or
provisions held to be invalid, and an equitable adjustment shall be made and
necessary provisions added so as to give effect to the intention of the Parties
as expressed in this Agreement at the time of execution of this
Agreement.
5.07
Amendment
or Modification
.
This Agreement
may be amended or modified from time to time only by the written agreement of
all the Parties hereto.
5.08
Integration
.
This Agreement
(including the schedules and exhibits) supersedes all previous understandings or
agreements between the Parties, whether oral or written, with respect to its
subject matter. This Agreement (including the schedules and
exhibits), the Master Agreement and the other Transaction Documents (as defined
in the Master Agreement), including the Membership Interest Transfer Agreement,
represent the entire understanding and agreement between the Parties hereto with
respect to the subject matter hereof;
provided
,
however
, that in the
event of any dispute, this Agreement, (including the schedules and exhibits)
shall be interpreted to be consistent with the SGLP Settlement Orders (as
defined in the Master Agreement).
5.09
Permits
. The
Parties agree to work in good faith to transfer to SGLP Asphalt, SMEP and/or
their respective Affiliates all environmental, regulatory, and operating permits
relating to the ownership or operation of the Asphalt Processing Assets, the
Prior Transferred Assets and the Prior Retained Leasehold Agreements, in each
case to the extent permitted by Applicable Law. If a transfer is not
permitted by Applicable Law, SemMaterials, K.C. Asphalt and their Affiliates
will work in good faith with SGLP Asphalt to have the permits issued to SGLP
Asphalt, SMEP or SMEP’s Affiliates by the applicable agency.
5.10
Governmental
Reporting
. The Parties agree that Sellers shall be responsible
for any and all governmental and regulatory filings or reports or portions
thereof, including the preparation and filing thereof, relating to the
ownership, operation or management of the Asphalt Processing Assets, the Prior
Retained Easements and the Prior Retained Leasehold Agreements, attributable to
periods on or prior to the Effective Date regardless of when such reports or
filings become due. SGLP Asphalt or SMEP, as applicable, will be
responsible for any and all governmental or regulatory filings or reports or
portions thereof, including the preparation and filing thereof, relating to the
ownership, operation or management of the Asphalt Processing Assets, the Prior
Retained Easements and the Prior Retained Leasehold Agreements attributable to
periods after the Effective Date regardless of when such reports or filings
become due. The Parties agree to work together in good faith
regarding the preparation and filing of any governmental or regulatory filings
or reports that are attributable to periods occurring both prior to and after
the Effective Date.
5.11
Costs
.
Each
transferee/assignee hereunder shall pay all sales, use and similar taxes arising
out of the contributions, conveyances and deliveries to be made hereunder, and
shall pay all documentary, filing, recording, transfer, deed, and conveyance
taxes and fees required in connection therewith.
5.12
Deed; Bill
of Sale; Assignment
.
To the extent
required by Applicable Law, this Agreement shall also constitute a “bill of
sale” or “assignment” of assets.
[remainder
of page intentionally left blank]
This
CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT is
executed and delivered as of the date
first written above to be effective as of the Effective
Date
.
K.C.
Asphalt, L.L.C.
By:
SemMaterials, L.P.,
its
manager
By:
SemOperating G.P., L.L.C.,
its
general partner
|
/s/ Terrence Ronan
|
Name:
Terrence Ronan
|
Title: President
& CEO
|
|
SemMaterials,
L.P.
|
By:
SemOperating G.P., L.L.C.,
its
general partner
|
/s/ Terrence Ronan
|
Name:
Terrence Ronan
|
Title: President
& CEO
|
|
SGLP
Asphalt, L.L.C.
By:
SemMaterials, L.P.,
its
sole member
By:
SemOperating G.P., L.L.C.,
its
general partner
|
/s/ Terrence Ronan
|
Name:
Terrence Ronan
|
Title: President
& CEO
|
SemMaterials
Energy Partners, L.L.C.
|
/s/ Alex G. Stallings
|
Name:
Alex G. Stallings
|
Title: Chief
Financial Officer and Secretary
|
Schedule
1.01(a)
Terminals
Ardmore,
OK
Austin,
TX
Bay City,
MI
Billings,
MT
Boise,
ID
Catoosa,
OK (Emulsion plt)
Catoosa,
OK (Port 33)
Chicago,
IL Marine Oil
Columbus,
OH
Denver C,
CO
Denver K,
CO
Dodge
City, KS
El
Dorado, KS
Ennis,
TX
Fontana,
CA
Garden
City, GA
Gloucester
City, NJ
Grand
Island, NE
Grand
Jct, CO
Halstead,
KS
Las
Vegas, NV
Lawton,
OK
Little
Rock, AR
Lubbock,
TX
Memphis
Emulsion, TN
Memphis
TN
Morehead
City, NC
Muskogee,
OK
N. Salt
Lake City, UT
New
Madrid, MO
Newport
News, VA
Northumberland,
PA
Parsons,
TN
Pasco,
WA
Pekin,
IL
Port of
Catoosa, OK
Pueblo,
CO
Reading,
PA
Saginaw,
TX
Salina,
KS
Sedalia,
MO
Spokane
(Hillyard), WA
Spokane
(Valley), WA
St.
Louis, MO
Warsaw,
IN
Woods
Cross, UT
Schedule
1.01(b)
Asphalt
Processing Assets
Asset
Description
|
Location
|
Serial
Number
|
|
2000
FORD F-150
|
USA.IL.IL031.CHICAGO.00080000
|
1FTRF17W2YNB959
|
|
2002
FORD F-150
|
USA.IL.IL031.CHICAGO.00080000
|
1FTRF17WX2NB965
|
|
MISC
OFFICE FURNITURE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
EXIT
GATE OPERATOR
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
ENVIRONMENTAL
- REVISE SPCC & FRP
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PARKING
LOT-STRIPING, HANDICAP SIGNS & WHEELSTOP
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
SURVEY
WORK
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
WATER
DRAINAGE SYSTEM
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CASE
90XT SKID STEER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
DSR
AFE 070110225
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
SAFETY
EQUIP AFE070110122
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
MOLTEN
SULFUR TANK & SKID
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
17FT
X 24FT TANK 160
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PAINT
& COAT TANKS 160 & 161
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TANK
#5 COILS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TANK
#5 BOTTOM/FLOOR
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
INSULATION
TANK #5 BOTTOM
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TANK
#5 SIDE WALL INSULATION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONSTRUCTION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TRUCK
SCALES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PIPING/VALVES/FITTINGS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
SITE
ENGINEERING COSTS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
VFD's
/ ELECTRICAL
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
AFE
100122 CAPITALIZED INTEREST
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
AFE
100122 CONSTRUCTION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
HV-30
MIXERS QTY-2
|
USA.IL.IL031.CHICAGO.00080000
|
105508-1
10550
|
|
HV-25
MIXERS QTY-3
|
USA.IL.IL031.CHICAGO.00080000
|
105508-3
10550
|
|
VIKING
PUMP REPAIR AFE070110122
|
USA.IL.IL031.CHICAGO.00080000
|
10466256
|
|
HEAT
EXCHANGERS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
SENSORS
CMF300M QTY-9
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
FURNACE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
VIKING
PUMP M34
|
USA.IL.IL031.CHICAGO.00080000
|
10618045
|
|
VIKING
PUMP N34 QTY-2
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
VIKING
PUMP MOD N34
|
USA.IL.IL031.CHICAGO.00080000
|
10466259
|
|
GOLDLINE
LOADING RACK & BRIDGE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
SQD
TRANSFORMER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
HV-30
MIXER QTY-2
|
USA.IL.IL031.CHICAGO.00080000
|
105655-1
& 1056
|
|
GOLDLINE
PIPE BRIDGE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
STATIC
MIXER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PIPE
VALVES & FITTINGS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PIPE
SUPPORTS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
BASKET
STRAINERS QTY - 3
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PUMP
MOTORS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
VIKING
PUMP N335 SERVICE
|
USA.IL.IL031.CHICAGO.00080000
|
10514157
|
|
PIPING/EQUIPMENT
INSTALLATION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONVEYOR
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONVEYOR
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONSTRUCTION
CHRGS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TEMPERED
WATER SYSTEM
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PUMP
REBUILD
|
USA.IL.IL031.CHICAGO.00080000
|
10434079
|
|
PORTABLE
TANK SHOWER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
15FT
X 30IN STACK
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PROCESS
AUTOMATION SYSTEM
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PIPING
INSULATION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TANK
GAUGE HATCHES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
POLYMER
HOPPER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
HEAT
TRANSFER OIL
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
SAAB
GAUGES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
ELECTRICAL
PANELS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONSTRUCTION
CHRGS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
GOLDLINE
LOADRACK PLATFORM EXTENSION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PORTABLE
SAFETY SHOWER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
IMPELLOR
FOR DEAN PUMP
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
LOADING
DOCK & TRUCK RACK
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONCRETE
BASES & PIER/WALL CHANGES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
ETHERNET
SWITCH
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
STRAINER
W GASKETS FOR PUMP P12
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
HEATING
JACKET FOR SULFUR SYSTEM
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
STARTER
BUCKER-25 HP MIXER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
ELECTRICAL
/ WIRING
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
CONSTRUCTION
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
WIRING
- EQUIP & CONTROLS
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
FIRE
ALARM SYSTEM
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
DOWNSTREAM
GAS VALVE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TOC-30-L52
MIXER-TANK 151
|
USA.IL.IL031.CHICAGO.00080000
|
105827-1
|
|
ELECTRICAL
WIRING
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
AUTO
SAMPLE VALVES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
HOT
OIL ACTUATOR VALVES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
AUTO
SAMPLER
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
ELECTRIC
WORK
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
3700
CONTROLLER BASE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TANK
151 MIXER/BURNER/SAMPLE VALVES
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
INCINERATOR
STACK EQUIP/PYRO OVEN
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
INSULATE
PIPING
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
INCINERATOR
STACK INSTALL
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
TRUCK
RACK BLOWDOWN 4 INCH LINE
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
PERMIT
REFUND
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
ELECTRICAL
TANK GROUNDING-TANK #5
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
RTD
TEMPERATURE GAUGE FOR TANK #5
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
AFE
070110122
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
AFE
070110122
|
USA.IL.IL031.CHICAGO.00080000
|
|
|
FORD
F150 XLT 2001 AFE070110213
|
USA.TN.TN039.PARSONS.00860000
|
2FTZX17231CA420
|
|
Dynamic
Shear Rheometer
|
USA.TN.TN039.PARSONS.00860000
|
|
|
General
Lab Equipment
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Dynamic
Shear Rheometer
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Used
5000# Daewoo Forklift
|
USA.TN.TN039.PARSONS.00860000
|
|
|
General
Plant Equipment
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 106
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 107
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 113
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 116
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 119
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 120
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 121
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 122
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 123
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 127
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 128
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 129
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 130
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 134
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 135
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 139
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 140
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 141
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Tank
# 145
|
USA.TN.TN039.PARSONS.00860000
|
|
|
Emulsion
Mill
|
USA.TN.TN039.PARSONS.00860000
|
|
|
FUEL
SUPPLY LINE TANK #137 TO MILL BLDG
|
USA.TN.TN039.PARSONS.00860000
|
|
|
STEAM
PIPE & STRUCTURAL UPGRADES
|
USA.TN.TN039.PARSONS.00860000
|
|
|
HEAT
EXCHANGER & BATCH METER
|
USA.TN.TN039.PARSONS.00860000
|
|
|
MISC
PIPING & FTTGS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
MISC
FTTGS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
MISC
FTTGS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
FUEL
SUPPLY LINE TANK #137 TO MILL BLDG
|
USA.TN.TN039.PARSONS.00860000
|
|
|
ELECTRIC-TANK
FARM
|
USA.TN.TN039.PARSONS.00860000
|
|
|
EQUIPMENT
INSIDE TWO TANKS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
HEAT
TRACE
|
USA.TN.TN039.PARSONS.00860000
|
|
|
MISC
FTTGS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
FAIRBANKS
TALON SCALE
|
USA.TN.TN039.PARSONS.00860000
|
|
|
ELECTRICAL
FASTENERS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
PIPE/VALVES/FITTINGS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
STEAM
TRAPS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
PIPE
SUPPORTS/STEAM FEEDS/RETURN LINES/TRAPS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
AFE070110318/PIPE
VALVES & FITTINGS
|
USA.TN.TN039.PARSONS.00860000
|
|
|
NEW
ANIONIC REMILL LINE
|
USA.TN.TN039.PARSONS.00860000
|
|
|
CATWALK
|
USA.TN.TN039.PARSONS.00860000
|
|
|
1993
CHEV C/K 1500
|
USA.VA.VA185.NEWPORT
NE.01870000
|
1GCEC14Z8PZ2583
|
|
Dynamic
Shear Rheometer
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
General
Lab Equipment
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Dynamic
Shear Rheometer
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
General
Plant Equipment
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PERSONAL
ALARMS TOXI-LTD QTY-33 AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
WIRE
ROPE HOIST/CONTROL PANEL/ML DISCONNECT
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
WORKING
PLATFORM
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 100
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 16
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 18
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 19
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 22
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 23
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 24
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 25
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 26
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 27
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 28
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 29
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 33
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 34
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 35
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 36
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 37
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 38
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 39
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 40
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 42
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 43
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 44
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Tank
# 45
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Dike
Fuel Oil Tank
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
TANK
#6 PHASE 1
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ACID
TANK OR SCRUBBER
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
TANK
#22 BOTTOM
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
AFE
000100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
AFE
100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
AFE
000100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
AFE070110110
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
AFE
000100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
AFE
000100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
Emulsion
Mill
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MARATHON
METER (6)
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ZOELLER
SUB PMP EXPLOSION PROOF (2)
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
LEESON
MTR 25HP 1800 RPM 230/460V (3)
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
LEESON
MTR 10HP 1800 RPM 230/460V
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
LEESON
MTR 75HP 3600 RPM 230/460V
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
LEESON
MTR 125HP 3600 RPM 230/460V
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MISC
PIPING / VALVES / FTTGS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PROF
SERVICES AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
SEALOFF/EXP
PROOF FTTGS MILL TANK FARM
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
STRUCTURAL
STEEL
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
INSULATION
- MISC PIPING
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MISC
VALVES/FTTGS/PIPING AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MECHANICAL
PIPING AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MIXER
HV-7.5 AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
105489-4
|
|
MIXER
HV-7.5 AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
105489-3
|
|
SENSORS
AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PRO
TRANS HEAD AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
18948
|
|
CAPITALIZED
INTEREST
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
CONSTRUCTION
CHRGS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
SAFE
HARBOR ACCESS SYSTEMS AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MOTOR
CONTROL CENTER AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
GANGWAYS
QTY 3 AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
APOLLOS
QTY 3 AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
STATIC
MIXERS QTY 3 AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PRO
TRANS HEAD AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
18950
|
|
ELECTRICAL
& BLENDER SOFTWARE AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PRO
TRANS HEAD AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
18947
|
|
DIGITAL
METER QTY-4 AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
CONTROLS
AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PRO
TRANS HEAD AFE 100096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
18949
|
|
CONCRETE
PAD FOR BLEND SKIDS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
RAIL
CAGE AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
LOADING
ARM AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
CORIOLIS
METER SKIDS AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ELECTRIC
WORK AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ELECTRICAL
HEAT TRACING AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
OFFSHORE
FACILITY WORK
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PRO
TRANS HEAD WITH ANTENNA (4)
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ROOF
DRAIN HOSE TANK #6
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
INSTRUMENT
WIRING
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PIPING
INSULATION
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
SAAB
WIRING TANKS 5 10 12 17
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MANWAY
GASKET MATERIALS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
BAR
GRATING-LOADING RACKS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
8
INCH NOZZLE & REPAD FOR MIXER
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
MIXER
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
EQUIP
WIRING
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
FIBER
OPTIC ELECTRIC AFE070110096
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PUMP
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
LOADING
RACKS #1 - #4
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ACTUATORS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
WALKWAYS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
TRUCK
AIR LINE & VALVES
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
TRUCK
RACK HANDRAILS & STEPS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
GAUGE
2500 ENG CASSETTE MOTOR
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
INSTRUMENTATION
GAUGES
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
JENSEN
MIXERS QTY 3
|
USA.VA.VA185.NEWPORT
NE.01870000
|
DH-4603/DH-4605
|
|
HEAT
TRANSFER FLUID
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ELECTRIC-PUMPS
& MCC
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
PIPING
INSULATION
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
SULFUR-IN-OIL
ANALYZER
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ELECTRICAL-PLANT
LIGHTING
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
BASKETS
FOR STRAINERS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
HV-25
MIXERS QTY-2
|
USA.VA.VA185.NEWPORT
NE.01870000
|
105694-1
& 1056
|
|
CORRECT
CAPITAL REBILLS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
SAFETY
SHOWERS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
WATER
LINES TO EYEWASH STATIONS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
ELECTRICAL
WORK
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
INSULATE
PIPING
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
GOULDS
PUMP REPAIR
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
SCRUBBER
/ ACID TANK SLAB
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
WATER
LINE TO SOLUTION TANKS
|
USA.VA.VA185.NEWPORT
NE.01870000
|
|
|
1993
CHEV C/K 1500
|
USA.CA.CA071.FONTANA.05230000
|
1GCEC19Z5PE1946
|
|
General
Lab Equipment
|
USA.CA.CA071.FONTANA.05230000
|
|
|
General
Plant Equipment
|
USA.CA.CA071.FONTANA.05230000
|
|
|
DAEWOO
FORKLIFT
|
USA.CA.CA071.FONTANA.05230000
|
KN00378
|
|
Tank
# 10
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 11
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 12
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 13
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 14
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 15
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 16
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 17
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 18
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 19
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 23a
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 23b
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 24
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 25
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 41
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 49
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 5
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 50
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 51
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 52
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 53
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 54
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 6
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 7
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 9
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 90
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 91
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 92
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 93
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 94
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# 95
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# P1
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# P2
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# P21
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# P22
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Tank
# P3
|
USA.CA.CA071.FONTANA.05230000
|
|
|
COILS
- TANK 66
|
USA.CA.CA071.FONTANA.05230000
|
|
|
TANK
31 COILS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
AFE
100119
|
USA.CA.CA071.FONTANA.05230000
|
|
|
AFE
70110119
|
USA.CA.CA071.FONTANA.05230000
|
|
|
AFE
070110179
|
USA.CA.CA071.FONTANA.05230000
|
|
|
AFE
070110179
|
USA.CA.CA071.FONTANA.05230000
|
|
|
070110179
tax
|
USA.CA.CA071.FONTANA.05230000
|
|
|
AFE
070110197
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Batch
Controller
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Emulsion
Mill
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Emulsion
Mill
|
USA.CA.CA071.FONTANA.05230000
|
|
|
Emulsion
Mill
|
USA.CA.CA071.FONTANA.05230000
|
|
|
CLEANING
FURNACE ALSO SEE ASSET 105401
|
USA.CA.CA071.FONTANA.05230000
|
5516
|
|
PCP
FURNACE
|
USA.CA.CA071.FONTANA.05230000
|
|
|
CLEANING
FURNACE ALSO SEE ASSET 102157
|
USA.CA.CA071.FONTANA.05230000
|
5516
|
|
LIQUID
LEVEL INDICATOR
|
USA.CA.CA071.FONTANA.05230000
|
|
|
THERMOMETERS
/ THERMOCOUPLE / RTD PANEL METER
|
USA.CA.CA071.FONTANA.05230000
|
|
|
PIPING/FTTGS/VALVES
|
USA.CA.CA071.FONTANA.05230000
|
|
|
SQD
WALLMOUNT VFD BOM
|
USA.CA.CA071.FONTANA.05230000
|
|
|
INSULATE
4 INCH STEAM TRACE PIPING
|
USA.CA.CA071.FONTANA.05230000
|
|
|
HV-25
MIXER AFE 070110119
|
USA.CA.CA071.FONTANA.05230000
|
105492-1
|
|
CAPITALIZED
INTEREST
|
USA.CA.CA071.FONTANA.05230000
|
|
|
HV-3
MIXER
|
USA.CA.CA071.FONTANA.05230000
|
105493-1
|
|
HV-3
MIXER
|
USA.CA.CA071.FONTANA.05230000
|
105493-2
|
|
HIGH
LEVEL SWITCHES AFE070110179
|
USA.CA.CA071.FONTANA.05230000
|
|
|
MISC
PIPING/FTTGS/VALVES
|
USA.CA.CA071.FONTANA.05230000
|
|
|
ROLLING
STEEL DOORS AFE070110119
|
USA.CA.CA071.FONTANA.05230000
|
|
|
COOLING
TOWER
|
USA.CA.CA071.FONTANA.05230000
|
|
|
HEAT
EXCHANGER AFE070110227
|
USA.CA.CA071.FONTANA.05230000
|
|
|
FLOWMETER
TRANSMITTER/FLOWTUBE AFE070110179
|
USA.CA.CA071.FONTANA.05230000
|
|
|
MISC
FTTGS/VALVES/PIPING
|
USA.CA.CA071.FONTANA.05230000
|
|
|
COOLING
TOWER ADDTL CHRGS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
COOLING
TOWERS AFE070110179
|
USA.CA.CA071.FONTANA.05230000
|
|
|
HEAT
TRANSFER FLUID
|
USA.CA.CA071.FONTANA.05230000
|
|
|
PUMPS/MIXERS
FOR 2 TANKS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
MISC
PIPE/VALVES/FTTGS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
UPSIZE
STEAM LINE
|
USA.CA.CA071.FONTANA.05230000
|
|
|
RTD
& TIMERS FOR BULK CHEMICALS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
SQUARE
D MODEL 6 BUCKET QTY-2
|
USA.CA.CA071.FONTANA.05230000
|
|
|
SIMPLEX
STRAINERS 150# QTY 3
|
USA.CA.CA071.FONTANA.05230000
|
|
|
BASKET
STRAINERS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
FEEDERS/40HP
DRIVE AC UNIT
|
USA.CA.CA071.FONTANA.05230000
|
|
|
EXTEND
AC LINE
|
USA.CA.CA071.FONTANA.05230000
|
|
|
REPAIR
EXISTING CONDUIT
|
USA.CA.CA071.FONTANA.05230000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.CA.CA071.FONTANA.05230000
|
|
|
HV-3
MIXER TANK 16
|
USA.CA.CA071.FONTANA.05230000
|
105933-1
|
|
HV-3
MIXER TANK 17
|
USA.CA.CA071.FONTANA.05230000
|
105933-2
|
|
HV-3
MIXER TANK 19
|
USA.CA.CA071.FONTANA.05230000
|
105933-4
|
|
HV-3
MIXER TANK 20
|
USA.CA.CA071.FONTANA.05230000
|
105933-5
|
|
MICROMOTION
METER
|
USA.CA.CA071.FONTANA.05230000
|
|
|
SOLUTION
LINE TO MILL (STAINLESS)
|
USA.CA.CA071.FONTANA.05230000
|
|
|
PUMP
& 3/4 INCH PIPING - CHEMICAL TO WAREHOUSE
|
USA.CA.CA071.FONTANA.05230000
|
|
|
4
INCH DISCHARGE LINE FROM MILL
|
USA.CA.CA071.FONTANA.05230000
|
|
|
HV-7.5
MIXER
|
USA.CA.CA071.FONTANA.05230000
|
105932-1
|
|
WORK
ON MICRO MOTION FEEDER & PUMP
|
USA.CA.CA071.FONTANA.05230000
|
|
|
REPAIR
CONVEYOR
|
USA.CA.CA071.FONTANA.05230000
|
|
|
CONSTRUCTION
IKA-30 MILL
|
USA.CA.CA071.FONTANA.05230000
|
|
|
150HP
MFLEX VFD
|
USA.CA.CA071.FONTANA.05230000
|
|
|
STATIC
MIXER
|
USA.CA.CA071.FONTANA.05230000
|
|
|
SQD
- MILL CONTROL SYSTEM
|
USA.CA.CA071.FONTANA.05230000
|
|
|
TRANSMITTERS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
125HP
MILL
|
USA.CA.CA071.FONTANA.05230000
|
|
|
RTD
SENSOR & TRANSMITTER
|
USA.CA.CA071.FONTANA.05230000
|
|
|
PVF
FOR IKA MILL
|
USA.CA.CA071.FONTANA.05230000
|
|
|
TRANSMITTERS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
SENSORS
& TRANSMITTERS
|
USA.CA.CA071.FONTANA.05230000
|
|
|
2003
CHEV SILERADO 2500 HD
|
USA.GA.GA051.GARDEN
CIT.05240000
|
1GCHC23G73F1151
|
|
Dynamic
Shear Rheometer
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
General
Lab Equipment
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Grinder
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
General
Plant Equipment
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
PARTICLE
SIZE ANALYZER
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 5
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 1
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10001
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10002
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10003
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10004
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10005
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10006
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 10007
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 11
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 1401
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 1402
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 1403
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 15001
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 17
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 2
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 22
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 2201
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 28
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 3
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 32
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 33
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 34
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 35
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 36
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 37
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 39
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 4
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 50002
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 6
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 7
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 8
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 800
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 9
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 15
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 16
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 18
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 19
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 20
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 21
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 24
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 25
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 26
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 27
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 29
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 30
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 31
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Tank
# 38
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
HY-WAY
PORTABLE TANK
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
EMULSION
TANK #403 50000 GAL VERT 14FT X 43FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
|
Batch
Controller
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
Emulsion
Mill
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
WARREN
RUPP SANDPIPER PUMP
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
COOLING
TOWER
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
PIPING-TANK
& COOLING TOWER
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
HEAT
TRACE & CONTROLS
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
REPAIR
2 INCH GAS OIL LINE
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
INSULATION-
TIE IN GAS/OIL LINE
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
TOTALLIZER
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
ADDITIVE
INJECTION SYSTEM
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
RECIRCULATING
LINE FOR MIX TANK 800
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
INSULATION
RECIRCULATING LINE TANK 800
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
20
HP MOTOR FOR TO-15-J16 MIXER
|
USA.GA.GA051.GARDEN
CIT.05240000
|
104870-1
|
|
NEMA
VFD FOR IKA MILL
|
USA.GA.GA051.GARDEN
CIT.05240000
|
|
|
2008
CHEV SILVERADO EXT CAB
|
USA.OK.OK143.TULSA.07010000
|
1GCEC19J18Z1881
|
|
2008
CHEV SILVERADO CREW 4X4
|
USA.OK.OK143.TULSA.07010000
|
2GCEK13M3812042
|
|
2008
TRAILBLAZER 4WD - JAMES GEER
|
USA.OK.OK143.TULSA.07010000
|
1GNDT13S3821205
|
|
2002
FORD EXPLORER - JAMES HULSE
|
USA.UT.UT011.WOODS
CROS.07010000
|
1FMZU72E22UC410
|
|
SEMMATERIALS
PLANT SIGNS
|
USA.OK.OK143.TULSA.07010000
|
|
|
IKA-40
MILL
|
USA.OK.OK143.TULSA.07010000
|
|
|
KIA-40
MILL
|
USA.OK.OK143.TULSA.07010000
|
|
|
IKA-40
MILL
|
USA.OK.OK143.TULSA.07010000
|
2021
|
|
IKA-40
MILL
|
USA.OK.OK143.TULSA.07010000
|
|
|
IKA
MILL ROTOR
|
USA.OK.OK143.TULSA.07010000
|
|
|
OFFICE
DESIGN
|
USA.WA.WA063.SPOKANE.07010000
|
|
|
DSR
|
USA.CO.CO001.COMMERCE
C.07010000
|
|
|
85571
- TA CSA II RHEOMETER
|
USA.IL.IL031.CHICAGO.07010000
|
|
|
TRFR521-HOGENTOGLER
RO TAP SIEVE SHAKER
|
USA.IL.IL031.CHICAGO.07010000
|
|
|
MODEL
FOUR EXTRACTOR
|
USA.TX.TX453.AUSTIN.07010000
|
|
|
MEMBRANES
|
USA.TX.TX453.AUSTIN.07010000
|
|
|
COLD
PAVE MIXER
|
USA.TX.TX453.AUSTIN.07010000
|
|
|
FREE-FREE
RESONANCE TESTING DEVICE AFE070110196
|
USA.TX.TX453.AUSTIN.07010000
|
|
|
DIELECTRIC
SENSOR & PROBE
|
USA.TX.TX453.AUSTIN.07010000
|
|
|
LAB
EQUIPMENT
|
USA.TX.TX453.AUSTIN.07010000
|
|
|
DISPAX-REACTOR
MILL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AC
DRIVE PKG
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CONVEYOR
FOR DISPAX-REACTOR MILL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
ELECTRIC-DISPAX
REACTOR MILL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
ELECTRIC-PMAC
200 HP MILL MACHINE
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Project
Increase Capacity
|
USA.WA.WA063.SPOKANE.07010000
|
|
|
2000
FORD F150 4X
|
USA.ID.ID001.BOISE.07250000
|
1FTRF18W5YNB744
|
|
MILL
ROOM IMPROVEMENTS
|
USA.ID.ID001.BOISE.07250000
|
|
|
BEDDING
SAND
|
USA.ID.ID001.BOISE.07250000
|
|
|
CONCRETE
AROUND SHOWERS
|
USA.ID.ID001.BOISE.07250000
|
|
|
Bending
Beam Rheometer
|
USA.ID.ID001.BOISE.07250000
|
|
|
General
Lab Equipment
|
USA.ID.ID001.BOISE.07250000
|
|
|
General
Plant Equipment
|
USA.ID.ID001.BOISE.07250000
|
|
|
ANTON
PAAR DSR
|
USA.ID.ID001.BOISE.07250000
|
|
|
TRACTOR
AFE 070110224
|
USA.ID.ID001.BOISE.07250000
|
T0210LE880210
|
|
CALIBRATOR
|
USA.ID.ID001.BOISE.07250000
|
|
|
PRESSURE
MODULES
|
USA.ID.ID001.BOISE.07250000
|
|
|
PRECISION
RTD THERMOMETER
|
USA.ID.ID001.BOISE.07250000
|
|
|
VISCOSITY
STANDARD
|
USA.ID.ID001.BOISE.07250000
|
|
|
STOPWATCH
TIMER
|
USA.ID.ID001.BOISE.07250000
|
|
|
DIGITAL
CAMERA
|
USA.ID.ID001.BOISE.07250000
|
|
|
DIGITAL
CALIPER/SOCKET
|
USA.ID.ID001.BOISE.07250000
|
|
|
METER/MAGNIFIER
LIGHT/SOCKETS
|
USA.ID.ID001.BOISE.07250000
|
|
|
LAB
TOOLS
|
USA.ID.ID001.BOISE.07250000
|
|
|
BLACK
WEAPONS CASE
|
USA.ID.ID001.BOISE.07250000
|
|
|
IN-LINE
DISPENSER MILL
|
USA.ID.ID001.BOISE.07250000
|
|
|
DIGITAL
THERMOMETER FOR RHEOMETER
|
USA.ID.ID001.BOISE.07250000
|
|
|
SAFETY
EQUIPMENT / SUPPLIES
|
USA.ID.ID001.BOISE.07250000
|
|
|
DAY
TANKS - QTY 3
|
USA.ID.ID001.BOISE.07250000
|
|
|
SAMPLE
COOLER 316 SS NEPTUNE
|
USA.ID.ID001.BOISE.07250000
|
16581
|
|
Tank
# 10
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 16
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 17
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 22
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 23
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 28
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 29
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 39
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 41
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 11
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 12
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 14
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 15
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 18
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 19
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 20
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 21
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 24
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 25
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 3
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 30
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 31
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 32
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 33
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 34
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 35
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 36
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 37
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 40
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 42
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 43
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 44
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 45
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 46
|
USA.ID.ID001.BOISE.07250000
|
|
|
Tank
# 47
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSTALL
COILS ON TANK #15
|
USA.ID.ID001.BOISE.07250000
|
|
|
WARM
SULPHUR STORAGE SYSTEM AFE070110193
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSULATION-SULFUR
TANK
|
USA.ID.ID001.BOISE.07250000
|
|
|
SULFUR
TREATMENT TANK 7000 GAL
|
USA.ID.ID001.BOISE.07250000
|
|
|
8
INCH SPOUTS-TANKS 17, 19, 22, 23, 24
|
USA.ID.ID001.BOISE.07250000
|
|
|
HOT
OIL COILS REACTION TANK #5
|
USA.ID.ID001.BOISE.07250000
|
|
|
TANK
5 - SANDBLASTING/ZINC COAT
|
USA.ID.ID001.BOISE.07250000
|
|
|
FOUNDATION-SULFA
TREAT TANK
|
USA.ID.ID001.BOISE.07250000
|
|
|
PLATFORM-SULFA
TREAT TANK
|
USA.ID.ID001.BOISE.07250000
|
|
|
TANK
REMOVAL AFE070110193
|
USA.ID.ID001.BOISE.07250000
|
|
|
Emulsion
Mill
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
ROOM
|
USA.ID.ID001.BOISE.07250000
|
|
|
PROG
BILL 4 INCH MILL ROOM / OUTSIDE PIPE MODIF
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
ROOM
|
USA.ID.ID001.BOISE.07250000
|
|
|
4
INCH MILL ROOM / OUTSIDE PIPE MODIFICATIONS
|
USA.ID.ID001.BOISE.07250000
|
|
|
AC
PUMP RELOCATION
|
USA.ID.ID001.BOISE.07250000
|
|
|
NEW
4 IN X 6 IN STRAINER & BASKET
|
USA.ID.ID001.BOISE.07250000
|
|
|
DALWORTH
MILL UPGRADES
|
USA.ID.ID001.BOISE.07250000
|
|
|
PROG
BILL MILL ROOM
|
USA.ID.ID001.BOISE.07250000
|
|
|
4
INCH KROHNE ULTRASONIC FLOWMETER
|
USA.ID.ID001.BOISE.07250000
|
|
|
2
INCH OPTIFLUX KROHNE MAGNETIC FLOWMETER
|
USA.ID.ID001.BOISE.07250000
|
|
|
STATIC
MIXER
|
USA.ID.ID001.BOISE.07250000
|
|
|
VFD
FOR 150 HP MILL
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRICAL
MATERIALS
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
ROOM CHECK VALVES
|
USA.ID.ID001.BOISE.07250000
|
|
|
HEAT
EXCHANGE TANK #45 WORK
|
USA.ID.ID001.BOISE.07250000
|
|
|
PIPE
SUPPORTS
|
USA.ID.ID001.BOISE.07250000
|
|
|
TANK
#15 PIPING
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSULATE
/ JACKET HEAT TRACE LINES
|
USA.ID.ID001.BOISE.07250000
|
|
|
OUTSIDE
MILL PUMP VFD & CONTROL 40 H.P.
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
CONTROL
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSULATION
- OIL LINES
|
USA.ID.ID001.BOISE.07250000
|
|
|
ACTUATOR
& MISC
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSULATION
COVERS - 6 INCH 8 INCH & 24 INCH
|
USA.ID.ID001.BOISE.07250000
|
|
|
2
INCH VALVES FLANGE COVERS FOR OIL PIPING
|
USA.ID.ID001.BOISE.07250000
|
|
|
VALCON
ELECTRIC ACTUATOR
|
USA.ID.ID001.BOISE.07250000
|
|
|
60
AMP CIRCUIT FOR 12 MIXERS
|
USA.ID.ID001.BOISE.07250000
|
|
|
MIXER
SPOUTS
|
USA.ID.ID001.BOISE.07250000
|
|
|
SULFUR
SLAB
|
USA.ID.ID001.BOISE.07250000
|
|
|
KROHNE
FLOWMETER/SIGNAL CONVERTER AFE070110212
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
ROOM SS PIPINGAFE070110212
|
USA.ID.ID001.BOISE.07250000
|
|
|
EASTECH
BADGER 4000 SERIES CLAMP-ON FLOWMETER AFE070110212
|
USA.ID.ID001.BOISE.07250000
|
|
|
RED
LION TOTALIZER AFE070110212
|
USA.ID.ID001.BOISE.07250000
|
|
|
PUMP
& MOTOR AFE070110212
|
USA.ID.ID001.BOISE.07250000
|
|
|
SULFUR
SKID
|
USA.ID.ID001.BOISE.07250000
|
|
|
SULFUR
PIPING
|
USA.ID.ID001.BOISE.07250000
|
|
|
FILL
LINE 2 INCH
|
USA.ID.ID001.BOISE.07250000
|
|
|
1PH
115/230V TEFC AFE070110168
|
USA.ID.ID001.BOISE.07250000
|
|
|
FLOW
METER POWER-MILL BLDG
|
USA.ID.ID001.BOISE.07250000
|
|
|
SULFUR
SKID POWER
|
USA.ID.ID001.BOISE.07250000
|
|
|
HOT
OIL COILS
|
USA.ID.ID001.BOISE.07250000
|
|
|
PARAMOUNT
SUPPLY
|
USA.ID.ID001.BOISE.07250000
|
|
|
400FT
HEAT TRACE/SNAP TRACE
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSULATION-SUCTION
RACK 1
|
USA.ID.ID001.BOISE.07250000
|
|
|
FACILITY
IMPROVEMENTS
|
USA.ID.ID001.BOISE.07250000
|
|
|
PAINTING-PLANT
EQUIPMENT
|
USA.ID.ID001.BOISE.07250000
|
|
|
PIPE
VALVES & FITTINGS
|
USA.ID.ID001.BOISE.07250000
|
|
|
PLANT
LIGHTING
|
USA.ID.ID001.BOISE.07250000
|
|
|
400
HP DEAERATOR SEE ASSET 140858
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
LINE YARD PIPING
|
USA.ID.ID001.BOISE.07250000
|
|
|
TOC-75-L82
MIXER (MIX TANK)
|
USA.ID.ID001.BOISE.07250000
|
105803-1
|
|
ELECTRICAL
VPP PREP
|
USA.ID.ID001.BOISE.07250000
|
|
|
RAIL
CAR STEAM PIPING/OFFLOAD PIPING
|
USA.ID.ID001.BOISE.07250000
|
|
|
TANK
SPOUTS
|
USA.ID.ID001.BOISE.07250000
|
|
|
RR
TANK CONNECTION
|
USA.ID.ID001.BOISE.07250000
|
|
|
SNAP
TRACE THERMON ST 1/2 INCH
|
USA.ID.ID001.BOISE.07250000
|
|
|
PIPING
INSULATION
|
USA.ID.ID001.BOISE.07250000
|
|
|
PUMP
PAD
|
USA.ID.ID001.BOISE.07250000
|
|
|
4
INCH GAS LINE TO BOILER ROOM
|
USA.ID.ID001.BOISE.07250000
|
|
|
INSTRUMENTATION
CFM300
|
USA.ID.ID001.BOISE.07250000
|
|
|
VACUUM
SKID PLATFORM
|
USA.ID.ID001.BOISE.07250000
|
|
|
COPPER
WIRING
|
USA.ID.ID001.BOISE.07250000
|
|
|
PRESSURE
BLOWER SIZE 2610A
|
USA.ID.ID001.BOISE.07250000
|
|
|
PLC
EQUIP PROGRESS PYMT
|
USA.ID.ID001.BOISE.07250000
|
|
|
PUMP
KIT
|
USA.ID.ID001.BOISE.07250000
|
|
|
HEATER
FOR SCALE HOUSE BOILER ROOM
|
USA.ID.ID001.BOISE.07250000
|
|
|
SS
STEAM HOSE ASSEMBLY
|
USA.ID.ID001.BOISE.07250000
|
|
|
RAIL
LIGHTING
|
USA.ID.ID001.BOISE.07250000
|
|
|
END
RAIL PUMP
|
USA.ID.ID001.BOISE.07250000
|
|
|
PIPING
FOR VAPOR RECOVERY SKIDS
|
USA.ID.ID001.BOISE.07250000
|
|
|
CONCRETE
PAD FOR SKID
|
USA.ID.ID001.BOISE.07250000
|
|
|
MISTFIX
MIST ELIMINATOR INSERTION
|
USA.ID.ID001.BOISE.07250000
|
|
|
MIXER
SPOUT FOR TANK#5
|
USA.ID.ID001.BOISE.07250000
|
|
|
SIDE
EXHAUST MIST ELIMINATOR HOUSING
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRIC
- WIRE MIXER
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRIC-MILL
PUMP #13
|
USA.ID.ID001.BOISE.07250000
|
|
|
STATIC
MIXER
|
USA.ID.ID001.BOISE.07250000
|
|
|
3
INCH WATER LINE TO LOADOUT RACK #4
|
USA.ID.ID001.BOISE.07250000
|
|
|
PIPING
AREA #2 SULFA TREAT TANK
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRICAL-VAPOR
RECOVERY
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
ROOM EQUIP CHANGES
|
USA.ID.ID001.BOISE.07250000
|
|
|
SULFATREAT
410 HP
|
USA.ID.ID001.BOISE.07250000
|
|
|
FILL
TANK MAINFOLDS
|
USA.ID.ID001.BOISE.07250000
|
|
|
SAMSON
CONTROLS
|
USA.ID.ID001.BOISE.07250000
|
|
|
SAFETY
INSULATION & TIN COVERAGE
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRIC-MILL
AUTOMATION
|
USA.ID.ID001.BOISE.07250000
|
|
|
TANK
RADAR GAUGES
|
USA.ID.ID001.BOISE.07250000
|
|
|
MILL
LINE
|
USA.ID.ID001.BOISE.07250000
|
|
|
LEVEL
INDICATORS
|
USA.ID.ID001.BOISE.07250000
|
|
|
PRILL
DECK
|
USA.ID.ID001.BOISE.07250000
|
|
|
SHARPE
BALL VALVE/FLANGE
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRICAL
FOR TANK GAUGES
|
USA.ID.ID001.BOISE.07250000
|
|
|
ELECTRIC
FOR GLOW METER & STOP START STATION
|
USA.ID.ID001.BOISE.07250000
|
|
|
BRADLEY
FROST FREE SAFETY SHOWERS
|
USA.ID.ID001.BOISE.07250000
|
|
|
1988
FORD F-150
|
USA.WA.WA021.PASCO.07260000
|
2FTDF15N9JCB371
|
|
1996
FORD F-150
|
USA.WA.WA021.PASCO.07260000
|
2FTEF15Y4TCA256
|
|
General
Lab Equipment
|
USA.WA.WA021.PASCO.07260000
|
|
|
General
Plant Equipment
|
USA.WA.WA021.PASCO.07260000
|
|
|
KOMATSU
FORKLIFT
|
USA.WA.WA021.PASCO.07260000
|
585032A
|
|
PHYSICA
SMARTPAVE RHEOMETER
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 10
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 11
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 12
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 17
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 2
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 3
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 4
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 5
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 6
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 7
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 8
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# 9
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# A1
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# A3
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# C1
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# C2
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# C3
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# C4
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# D1
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# D2
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# D3
|
USA.WA.WA021.PASCO.07260000
|
|
|
Tank
# D4
|
USA.WA.WA021.PASCO.07260000
|
|
|
TANK
VERTICAL 9FT X 15FT 7100 GAL API 650
|
USA.WA.WA021.PASCO.07260000
|
|
|
CONDENSATE
TANK INSULATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
CONDENSATE
TANK INSULATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
12
FT X 22FT STORAGE TANK (SOLUTION)
|
USA.WA.WA021.PASCO.07260000
|
|
|
10
FT X 12FT STORAGE TANK (HCL SYSTEM)
|
USA.WA.WA021.PASCO.07260000
|
|
|
AFE
100146
|
USA.WA.WA021.PASCO.07260000
|
|
|
AFE
70110157
|
USA.WA.WA021.PASCO.07260000
|
|
|
MISC
VALVES & FTTGS AFE070110157
|
USA.WA.WA021.PASCO.07260000
|
|
|
CRS-2P
Production Improvement System
|
USA.WA.WA021.PASCO.07260000
|
|
|
Emulsion
Mill
|
USA.WA.WA021.PASCO.07260000
|
|
|
Emulsion
Mill
|
USA.WA.WA021.PASCO.07260000
|
|
|
MISC
FTTGS AFE 100146
|
USA.WA.WA021.PASCO.07260000
|
|
|
ASPHALT
STORAGE CONSTRUCTION CHRGS
|
USA.WA.WA021.PASCO.07260000
|
|
|
AMERICAN
HEATING PUMP
|
USA.WA.WA021.PASCO.07260000
|
|
|
MISC
FTTGS
|
USA.WA.WA021.PASCO.07260000
|
|
|
CHEM-EZ
W/ COVER AFE 070110157
|
USA.WA.WA021.PASCO.07260000
|
|
|
MISC
FTTGS AFE 070110157
|
USA.WA.WA021.PASCO.07260000
|
|
|
MISC
FTTGS
|
USA.WA.WA021.PASCO.07260000
|
|
|
LIQUID
LEVEL INDICATOR 6700 AFE070110157
|
USA.WA.WA021.PASCO.07260000
|
|
|
UNDERGOUND
WIRE
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPE
INSULATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
SQD
STARTER FOR MOTOR CONTROL CENTER
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPE
INSULATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
ELECTRICAL-WIRING
TO MOTORS
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPING
FOR TANK
|
USA.WA.WA021.PASCO.07260000
|
|
|
STAINLESS
STEEL PIPING
|
USA.WA.WA021.PASCO.07260000
|
|
|
800
AMP SERVICE & MOTOR FEEDERS
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPE
/ VALVES & FITTINGS AFE070110331
|
USA.WA.WA021.PASCO.07260000
|
|
|
PVF
|
USA.WA.WA021.PASCO.07260000
|
|
|
FLOWMETRICS
TURBINE FLOW METER
|
USA.WA.WA021.PASCO.07260000
|
|
|
HV-7.5
MIXERS
|
USA.WA.WA021.PASCO.07260000
|
105738-3
& 1057
|
|
SQD
TRANSFORMER
|
USA.WA.WA021.PASCO.07260000
|
|
|
MP-10S-E
COLLOID MILL
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPE
INSULATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
HV-2
MIXER
|
USA.WA.WA021.PASCO.07260000
|
105738-2
|
|
HV-1
MIXER
|
USA.WA.WA021.PASCO.07260000
|
105738-1
|
|
WORCESTER
ACTUATOR
|
USA.WA.WA021.PASCO.07260000
|
|
|
ACTUATORS
|
USA.WA.WA021.PASCO.07260000
|
|
|
MILL
RATIO CONTROL PANEL
|
USA.WA.WA021.PASCO.07260000
|
|
|
TANK
PIPING
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPING
INSULATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
NEW
EMULSION PIPING TANK SPOUT AND SUPPORTS
|
USA.WA.WA021.PASCO.07260000
|
|
|
IRON
FOR SULFUR HOPPER BLENDING SYSTEM
|
USA.WA.WA021.PASCO.07260000
|
|
|
EMULSION
PIPING
|
USA.WA.WA021.PASCO.07260000
|
|
|
DRILL
DECK & PIPING
|
USA.WA.WA021.PASCO.07260000
|
|
|
SITE
FABRICATION
|
USA.WA.WA021.PASCO.07260000
|
|
|
HV-1
MIXER
|
USA.WA.WA021.PASCO.07260000
|
105950-1
|
|
VALVES
|
USA.WA.WA021.PASCO.07260000
|
|
|
VALVES
|
USA.WA.WA021.PASCO.07260000
|
|
|
PVF
FOR HCL SYSTEM PIPING
|
USA.WA.WA021.PASCO.07260000
|
|
|
FIBERGLASS
SCRUBBER
|
USA.WA.WA021.PASCO.07260000
|
|
|
ACID
METER
|
USA.WA.WA021.PASCO.07260000
|
|
|
COATING
OF CHEMICAL CONTAINMENT
|
USA.WA.WA021.PASCO.07260000
|
|
|
SQD
|
USA.WA.WA021.PASCO.07260000
|
|
|
PVF-POLARBOND
INJECTION
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPING
FOR POLARBOND INJECTION
|
USA.WA.WA021.PASCO.07260000
|
|
|
STATIC
MIXER
|
USA.WA.WA021.PASCO.07260000
|
|
|
PIPE
INSULATION MATERIALS
|
USA.WA.WA021.PASCO.07260000
|
|
|
ACID
INJECTION PIPING-PVF
|
USA.WA.WA021.PASCO.07260000
|
|
|
RADIO
CONTROLLER
|
USA.WA.WA021.PASCO.07260000
|
|
|
General
Lab Equipment
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
General
Plant Equipment
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
ANTON
PAAR DSR
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
HYSTER
50FT FORK TRUCK
|
USA.WA.WA063.SPOKANE.07280000
|
L177B15309E
|
|
BBR
BEND BEAM RHEOMETER
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 12
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 13
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 14
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 15
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 16A
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 16B
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 28
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 41
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 46
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 47
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 48
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 49
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 50
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 52
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 54
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Tank
# 55
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
ZINC
COAT TANK #18
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Emulsion
Mill
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
Blending
System
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
HV-30
MIXER
|
USA.WA.WA063.SPOKANE.07280000
|
105470-1
|
|
WIRING
FOR 30 HP MIXER
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
PIPING/INSUL
6 INCH STEAM HEADER (RAIL SPUR)
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
BAR
& ANGLE IRON
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
PIPING/FTTGS/VALVES
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
HEATERS,
HEAT TRANSFER EQUIP 30% X 122710
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
PIPE
SUPPORTS
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
RAIL
SIDING STEAM HEADER
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
GASKETS
- RAILCAR
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
EXTERIOR
SLAB
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
CONCRETE
PAD
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
DALWORTH
EMULSION MILL BETWEEN TANKS 2 & 3
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
WATER
LINE BACKFLOW DEVICE
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
BACKUP
SULFUR SYSTEM
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
POWER
TO HOT BOX FOR WATER MAIN
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
SULFATREAT
410 HP
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
SULFATREAT
UNIT #2 & FILTER
|
USA.WA.WA063.SPOKANE.07280000
|
|
|
2003
CHEV SILERADO 1500
|
USA.MO.MO143.NEW
MADRID.07440000
|
1GCEC14V23Z2277
|
|
General
Lab Equipment
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 10
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 13
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 17
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 18
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 19
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 20
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 21
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 22
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 23
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 24
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 25
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 26
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 27
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 28
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 36
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 40
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 41
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 45
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 46
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 47
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 48
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 52
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 54
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 56
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 58
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 60
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 62
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Tank
# 64
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
AFE
070110149
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
AFE
070110149
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
AFE
100149
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
AFE
100149
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
AFE
100149
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
AFE
100149
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
Emulsion
Mill
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
CRSL2
PRODUCTION
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
CRSL2
PRODUCTION
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
CRSL2
PRODUCTION
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
STRAHMAN
SV-800 QTY-5 AFE070110272
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
3
DOUBLE-THROW DISCONNECTS FOR MIXERS
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
2
PUMP MOTOR CONTROLS
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
HV-25
MIXERS QTY-4
|
USA.MO.MO143.NEW
MADRID.07440000
|
105611-1
THRU 1
|
|
ELECTRIC
FOR MIXER
|
USA.MO.MO143.NEW
MADRID.07440000
|
|
|
1989
FORD F-150
|
USA.MT.MT111.BILLINGS.15450000
|
1FTEF15Y0KPB152
|
|
SAND
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
General
Lab Equipment
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
General
Plant Equipment
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 200
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 201
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 202
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 250
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 251
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 252
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 253
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 254
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 255
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 301
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 302
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 303
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 304
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 305
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 306
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 307
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 308
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 401
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 500
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 501
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 505
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 510
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 520
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 521
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 530
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# 531
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Tank
# A-7
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
INSULATION
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
TANK
FREIGHT-TANK FROM WY
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
SAT
TANK COILS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
COILS-HOT
WATER TANK
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
AFE
70110121
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Mill
Motor
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
Emulsion
Mill
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
MISC
FITTINGS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
STAIRS
FOR SULPHUR TOOL (LABOR)
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
VP
LINE
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
BULK
CONTAINER MIXER (2)
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
SENSORS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
GRATING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRIC
- CRS-2P Production Improvement System
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRIC
- CRS-2P Production Improvement System
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HV-30
MIXER
|
USA.MT.MT111.BILLINGS.15450000
|
105470-1
|
|
ELECTRIC
FOR COOLING TOWER/HEAT EXCHANGER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
GOULDS
MODEL 3656M PUMP
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HEAT
EXCHANGER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
COOLING
TOWER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
MISC
FTTGS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
TANK
LEVEL GAUGES LITE HEAD ANALOG OUTPUT
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
1/2
INCH S-40 AIR LINE
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRIC
FOR COOLING TOWER / EXCHANGER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
KROHNE
FLOWMETER & CONVERTER AFE070110121
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
WIRING
FOR TANK LEVEL GAUGES
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
MISC
FTTGS - AC LOADING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
MISC
FTTGS AC LOADING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CONSTRUCTION
AC LOADING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
STEEL
SUPPORTS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
MISC
FTTGS/VALVES/PIPING AFE070110263
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
LOADING
RACK FROM CASPER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CONCRETE-AC
LOADING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CONCRETE
W/ FA
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CATWALKS-EMULSION
TANK
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
SIDE
WENCH / FAN AC LOAD RACK AFE070110262
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
COILS/NOZZLES/
6 INCH PIPING-EMULSION TANK
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CONSTRUCTION
CHRGS-EMULSION STORAGE TANK
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
THIEF
HATCH ASSY
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HEAT
TRANSFER FLUID
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
REVERSING
BENSHAW AC UNLOAD
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HV-3
MIXER
|
USA.MT.MT111.BILLINGS.15450000
|
105613-1
|
|
RECONDITION
JENSEN 505 MIXER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
COILS/AMERICAN
HEATER/HEAT EXCHANGER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
PRO
LITE RADAR GAUGE
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
LEVEL
GAUGES WORK
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
SUPPORTS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
PIPE
VALVES & FITTINGS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
WIRING
- MIXERS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRICAL
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
COOL
LOAD PUMP INSTALLATION
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRIC
FOR NEW MIXERS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
VIBRATION
LEVEL SWITCH
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HV-3
MIXER
|
USA.MT.MT111.BILLINGS.15450000
|
105775-1
|
|
DISPLAYS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HEAT
TRANSFER FLUID
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
HEAT
EXCHANGER STANDS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
INSULATION
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
WATER
LINE / ANTI STRIP
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRIC
- ANTI-STRIP TANK & PIPING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
US
MODEL CBN3001 GEAR MOTOR
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
VIBRATION
LEVEL SWITCH
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
KROHNE
FLOWMETER ALTOSONIC ULTRASONIC
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
KROHNE
FLOWMETER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CONCRETE,
SUPPORTS, PIPING
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
PIPING
VALVES & FITTINGS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
COILS-HOT
WATER TANK/HOT OIL SCREEN
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
INSULATION
& HEAT TRACE ON ASPHALT LINES
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
FILTERS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
KROHNE
ALTOSONIC ULTRASONIC FLOWMETER/CONVERTER
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
SWIVEL
JOINT LOADING ARM
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
ELECTRICAL
FOR PUMPS
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
CONDUIT
FOR MOTORS ON MIXER, SENSOR & PUMP
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
INSULATION
|
USA.MT.MT111.BILLINGS.15450000
|
|
|
1997
FORD F-250 HD
|
USA.TX.TX439.SAGINAW.16070000
|
1FTHF25H7VEC212
|
|
MINITOWER
WORKSTATION/MD PLUS CONTROLLER/DELTAV SOFTWARE
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
LICENSE
OWNERSHIP TRANSFER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
DELTA
V SYSTEM UPGRADES
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Bending
Beam Rheometer
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
General
Lab Equipment
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
General
Plant Equipment
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Grinder
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSTALL
MP-10S MILL & REDESIGN AREA
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
SKIDSTEER
LOADER BOBCAT 763G
|
USA.TX.TX439.SAGINAW.16070000
|
512266921
|
|
RHEOMETER
AR2000
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RHEOMETER
AR2000
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PARTICLE
SIZE ANALYZER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 200
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 201
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 202
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 203
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 217
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 218
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 219
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 220
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 221
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 222
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 223
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 224
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 225
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 226
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 227
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 228
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 229
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 230
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 231
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 232
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 233
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 234
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 235
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 236
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 237
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 238
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 239
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 300
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 308
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 309
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 314
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 316
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 333
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 334
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 335
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 336
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 337
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 338
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 339
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 411
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 512A
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 512B
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 513
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 514
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 537
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Tank
# 538
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
40FT
X 40FT X 10FT STEEL INVENTORY COVER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
EMULSION
TANK INSULATION
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
TANK
#116 ROOF
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
TANK
420 REPAIRS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
KNOCKOUT
TANK FOR ODOR CONTROL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
TANK
420 INSULATION ROOF/SIDE WALLS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
VENT
PIPE - TANK 420
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSULATION
TANK 333
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSULATION
TANK 336
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSULATION
TANK 231
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSULATION
TANK 234
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
TANK
#219 SHELL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSULATION
- TANK 219
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
COIL
SUPPORTS - TANK 219
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CLEAN
TANK 219 - BOTTOM REPL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 AMERICAN HEATING COMPANY INC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 CONESTOGA ROVERS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 MATRIX SERVICE INC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 MATRIX SERVICE INC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 MATRIX SERVICE INC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 MATRIX SERVICE INC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059 TRAC-WORK INC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100071
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100059
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
000100059
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
070110197
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Blending
System
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Direct
Fire Heater
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Emulsion
Mill
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
Emulsion
Mill
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PYROLYSIS
FURNACE
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISC
FTTGS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MIXER
HV-5 AFE 100066
|
USA.TX.TX439.SAGINAW.16070000
|
105446-1
|
|
DALWORTH
EMULSION MILL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISC
FTTGS/VALVES/PIPING AFE 100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISC
FTTGS AFE 100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
SUPPORTS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PNEUMATIC
CONVEYOR SYSTEM AFE 100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PUMPS-N324A
& DRIVER LOADING
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RACK
CONTROL BUILDING ELECTRICAL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
TRUCK
LOADING PLATFORM
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
STRUCTURAL
STEEL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RACK
CONTROL BUILDING ELECTRICAL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISC
FTTGS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RALUMAC
HEAT EXCHANGER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
COLLOID
MILL MP-10S-E-SS
|
USA.TX.TX439.SAGINAW.16070000
|
DMP-2604
|
|
TALON
TRUCK SCALE 10FT X 70FT QTY-5
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
ELECTRICAL-TANK
MIXERS (2)
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISC
FTTGS/PIPING AFE 100066
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CAPITALIZED
INTEREST
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RESUN
AFE070110197
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
EVOLIS
SINGLE-SIDED STREAMLINE
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
HV-3
MIXER
|
USA.TX.TX439.SAGINAW.16070000
|
105597-1
|
|
POWER
& CONTROLS EMULSION MIXER MOTOR
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PRO
LITE RADAR GAUGES QTY-5
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
BASKET
STRAINERS QTY-3
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
IN-LINE
DISPENSER MILL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PRO
LITE RADAR GAUGES QTY-4
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
WIRING
SAAB GAUGES
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MOTOR
CONTROL CENTER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
VFD
- IKA 2000-40 MILL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
ODOR
UNIT RECONDITION
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RETROFIT
EQUIP - ODORFILTERS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
SMALL
DRAIN PUMPS QTY-4 ON ODOR UNITS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CONTROL
PANEL/WIRING - 2 ODOR UNITS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
TANK
116 PIPING
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PELCO
CONVERTER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISC
VALVES & FTTGS-TANK 421 HEATING
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
DELTA
V UPGRADE FTTGS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
ELECTRIC
- GAUGES & LIGHT FIXTURES ON TANK 116 & 420
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MISTIFX
MIST ELIMINATOR INSERTION
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
HV-3
MIXER TANK #333
|
USA.TX.TX439.SAGINAW.16070000
|
105920-2
|
|
HV-2
MIXER TANK #332
|
USA.TX.TX439.SAGINAW.16070000
|
105920-3
|
|
HV-3
MIXER TANK 308
|
USA.TX.TX439.SAGINAW.16070000
|
105920-1
|
|
PVF
- QUALITY UPGRADE
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
MIXER
MOTOR ELECTRIC
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
HOT
OIL CONVERSION TANK #421
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
NOZZLES
- TANKS #420, #108, #111
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
GEAR
BOXES - TANKS #541 & #542
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
L62
REDUCER FOR TO-30-L62 MIXER
|
USA.TX.TX439.SAGINAW.16070000
|
105056-1
OR 105
|
|
PUMP-VIKING
LL-124A
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
3
INCH ERS LINE MODIFICATIONS & PUMP
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
NE
ODOR UNIT OIL WATER SEPARATOR
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PVF
FOR ODOR CONTROL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
NW
ODOR SYSTEM
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
NW
ODOR SYSTEM
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
WATER
BATCH CONTROL CABINET CONTROLS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
ODOR
UNIT RECONDITION
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
HILDAGO
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
NEW
IKA MILL LINE 4 INCH
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
NEW
LET DOWN LINE 6 INCH
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
BAY
8 64-22 METERS
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PIPE
VALVES & FTTGS-IKA MILL REPIPING
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
FLOW
METER
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
INSULATE
4 & 6 INCH MILL LINES
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
AFE
100066 CONTAINER DELIVERY / RENTAL
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
RAILS
& TIES
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CONCRETE
PAD FOR AC BLENDING PUMP
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
CONCRETE
PAD-LOADING RACK ODOR UNIT
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PIPE
EXTENSION TANK 106/107
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
PROLITE
RADAR GAUGE TRANSMITTER HEAD
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
VIKING
PUMP FOR LOAD BAY 7
|
USA.TX.TX439.SAGINAW.16070000
|
|
|
1981
FORD F350
|
USA.KS.KS169.SALINA.17010000
|
1FDJF37G6BPA167
|
|
1993
CHEV C/K 1500
|
USA.KS.KS169.SALINA.17010000
|
1GCEC14Z1PZ1977
|
|
General
Lab Equipment
|
USA.KS.KS169.SALINA.17010000
|
|
|
General
Plant Equipment
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 1
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 12
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 13
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 14
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 2
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 3
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 31
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 33
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 4
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 40
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 42
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 43
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 44
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 48
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 49
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 5
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 50
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 6
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 61
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 62
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 63
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 71
|
USA.KS.KS169.SALINA.17010000
|
|
|
Tank
# 72
|
USA.KS.KS169.SALINA.17010000
|
|
|
Heater
|
USA.KS.KS169.SALINA.17010000
|
|
|
Heater
|
USA.KS.KS169.SALINA.17010000
|
|
|
Emulsion
Mill
|
USA.KS.KS169.SALINA.17010000
|
|
|
ELECTRIC
FOR MIXERS
|
USA.KS.KS169.SALINA.17010000
|
|
|
ELECTRIC
FOR MIXERS
|
USA.KS.KS169.SALINA.17010000
|
|
|
ELECTRIC
FOR MIXERS
|
USA.KS.KS169.SALINA.17010000
|
|
|
VFD
- WOODS VARIABLE SPEED DRIVE
|
USA.KS.KS169.SALINA.17010000
|
|
|
ROPER
PUMP 4 INCH
|
USA.KS.KS169.SALINA.17010000
|
|
|
MIXERS
|
USA.KS.KS169.SALINA.17010000
|
|
|
ELEVATE
AC PUMP STAND
|
USA.KS.KS169.SALINA.17010000
|
|
|
PIPING
INSULATION
|
USA.KS.KS169.SALINA.17010000
|
|
|
1997
FORD F-250 HD
|
USA.OK.OK031.LAWTON.17060000
|
1FTHF25H9VEC078
|
|
STORMWATER
CONTAINMENT - ROCK/TIE-INS
|
USA.OK.OK031.LAWTON.17060000
|
|
|
General
Lab Equipment
|
USA.OK.OK031.LAWTON.17060000
|
|
|
General
Plant Equipment
|
USA.OK.OK031.LAWTON.17060000
|
|
|
LAB
VISCOMETER
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 11
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 12
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 13
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 15
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 16
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 17
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 18
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 19
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 20
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 21
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 22
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 23
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 24
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 25
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 26
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 27
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 6
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 7
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# 9
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# HWT
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# SOL1
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# SOL2
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Tank
# SOL3
|
USA.OK.OK031.LAWTON.17060000
|
|
|
6000
GAL 120X144 INCH VERTICAL TANK
|
USA.OK.OK031.LAWTON.17060000
|
|
|
MQB
TANK UPGRADE
|
USA.OK.OK031.LAWTON.17060000
|
|
|
CLEAN
MQB TANK
|
USA.OK.OK031.LAWTON.17060000
|
|
|
TANK
#1
|
USA.OK.OK031.LAWTON.17060000
|
|
|
TANK
#4
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Emulsion
Mill
|
USA.OK.OK031.LAWTON.17060000
|
|
|
Emulsion
Mill
|
USA.OK.OK031.LAWTON.17060000
|
|
|
FLOW
MEASUREMENT SYSTEM AFE070110236
|
USA.OK.OK031.LAWTON.17060000
|
|
|
HV-3
MIXERS QTY-3
|
USA.OK.OK031.LAWTON.17060000
|
105560-1
105560
|
|
4INCH
SWIVEL JOINT RIGHT HANDED HOSE
|
USA.OK.OK031.LAWTON.17060000
|
|
|
INSULATION
COVER FOR VIKING PUMP QTY 2
|
USA.OK.OK031.LAWTON.17060000
|
|
|
HEATING
CABLE & THERMOSTAT
|
USA.OK.OK031.LAWTON.17060000
|
|
|
3HP
1200RPM 3PH FRAME TEXP MOTOR
|
USA.OK.OK031.LAWTON.17060000
|
|
|
MOTOR
STARTERS/PE/STOP BUTTON
|
USA.OK.OK031.LAWTON.17060000
|
|
|
SAFETY
STAIRS
|
USA.OK.OK031.LAWTON.17060000
|
|
|
HEAT
TRACE
|
USA.OK.OK031.LAWTON.17060000
|
|
|
LIGHTING
|
USA.OK.OK031.LAWTON.17060000
|
|
|
FTTGS
FOR SAAB GAUGES
|
USA.OK.OK031.LAWTON.17060000
|
|
|
LOADING
RACK PLATFORM
|
USA.OK.OK031.LAWTON.17060000
|
|
|
HV-3
MIXER
|
USA.OK.OK031.LAWTON.17060000
|
105963-1
|
|
HV-3
MIXER
|
USA.OK.OK031.LAWTON.17060000
|
105963-2
|
|
HV-3
MIXER
|
USA.OK.OK031.LAWTON.17060000
|
105963-3
|
|
4
INCH MILL LINE & PVF
|
USA.OK.OK031.LAWTON.17060000
|
|
|
PIPING
FOR MIXERS
|
USA.OK.OK031.LAWTON.17060000
|
|
|
GAUGES
|
USA.OK.OK031.LAWTON.17060000
|
|
|
VIKING
MODEL AK4195 GEAR PUMP
|
USA.OK.OK031.LAWTON.17060000
|
|
|
MQB
TANK PIPING
|
USA.OK.OK031.LAWTON.17060000
|
|
|
ELECTRIC
FOR TANK GAUGES
|
USA.OK.OK031.LAWTON.17060000
|
|
|
EMULSION
MILL 150 HP MOTOR
|
USA.OK.OK031.LAWTON.17060000
|
|
|
INSULATE/JACKET
TANK & MIXER PIPING
|
USA.OK.OK031.LAWTON.17060000
|
|
|
MILL
MOTOR ELECTRIC
|
USA.OK.OK031.LAWTON.17060000
|
|
|
LOAD
LINE & RE-CIRCULATE LINE
|
USA.OK.OK031.LAWTON.17060000
|
|
|
FAB/INSTALL
MIXER TANK #17
|
USA.OK.OK031.LAWTON.17060000
|
|
|
MIXER
ELECTRIC
|
USA.OK.OK031.LAWTON.17060000
|
|
|
1988
FORD F-150
|
USA.PA.PA011.READING.17170000
|
1FTEF14Y7JPB243
|
|
General
Lab Equipment
|
USA.PA.PA011.READING.17170000
|
|
|
General
Plant Equipment
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 1
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 10
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 11
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 2
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 3
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 4
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 42
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 43
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 44
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 45
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 48
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 49
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 55
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 56
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 57
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 58
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 59
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 6
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 60
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 61
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 62
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 63
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 64
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 7
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 78
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 8
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# 9
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# C1
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# C2
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# R1
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# R2
|
USA.PA.PA011.READING.17170000
|
|
|
Tank
# R3
|
USA.PA.PA011.READING.17170000
|
|
|
ACID
TANK
|
USA.PA.PA011.READING.17170000
|
|
|
Emulsion
Mill
|
USA.PA.PA011.READING.17170000
|
|
|
LIQUID
LEVEL INDICATOR
|
USA.PA.PA011.READING.17170000
|
|
|
TAX
ON MIXERS HV-7.5
|
USA.PA.PA011.READING.17170000
|
105468-1
& 1054
|
|
HV-5
MIXER 5HP
|
USA.PA.PA011.READING.17170000
|
105468-3
|
|
FREIGHT
ON HV-5 MIXER 5HP
|
USA.PA.PA011.READING.17170000
|
105468-3
|
|
HV-7.5
MIXERS QTY-2
|
USA.PA.PA011.READING.17170000
|
105468-1
& 1054
|
|
HV-7.5
MIXERS QTY-2
|
USA.PA.PA011.READING.17170000
|
105468-1
& 1054
|
|
TAX
ON HV-5 MIXER 5HP
|
USA.PA.PA011.READING.17170000
|
105468-3
|
|
INSTALL
GAUGING & MIXER TANK #88
|
USA.PA.PA011.READING.17170000
|
|
|
WIRE
MIXER TO TANKS #2 & #3
|
USA.PA.PA011.READING.17170000
|
|
|
ELECTRIC-TANKS
#1 & #2 AGITATORS
|
USA.PA.PA011.READING.17170000
|
|
|
MURIATIC
ACID CHANGEOUT
|
USA.PA.PA011.READING.17170000
|
|
|
ELECTRICAL
FOR ACID PUMP AFE070110138
|
USA.PA.PA011.READING.17170000
|
|
|
2001
FORD F-150
|
USA.PA.PA097.NORTHUMBER.17510000
|
1FTRX17W41NB493
|
|
General
Lab Equipment
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
General
Plant Equipment
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
BAG
INSERTER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PALLETIZER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
AIR
COMPRESSOR
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 1
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 10
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 13
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 14
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 15
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 16
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 17
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 18
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 19
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 2
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 20
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 21
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 22
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 24
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 25
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 3
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 33
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 34
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 35
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 36
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 37
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 38
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 39
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 4
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 5
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 6
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 7
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 8
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# 9
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# MT 1
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# MT 2
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# MT 3
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Tank
# MT 4
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
FREIGHT
- COILS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
HYTROL
CONVEYOR LOT AFE070110201
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
INSULATION
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
#6 FLOOR
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
COILS
FOR 8FT DIA TANK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
#6 INSULATION
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
8 INSULATION
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
#8 BOTTOM
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
SERPENTINE
COIL TANK #8
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
BANDING-TANK
BOTTOMS #S 6,8 & 27
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
#5 WORK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
#7 WORK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
INSULATION 24FT X 18FT
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
INSULATION 24FT X 18FT
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
INSULATION 24FT X 18FT
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Emulsion
Mill
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Emulsion
Mill
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
Emulsion
Mill
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISC
FTTGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISC
FTTGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PIPING
WORK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TANK
GAUGES QTY-5
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISC
FTTGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
SPARE
SIEFER MILL
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PIPING
WORK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PIPING
WORK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
WIRING-ASPHALT
TANK & WATER TANK
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PUMP
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISC
PIPING & FTTGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
INSULATE
OUTDOOR PIPING
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
INSULATE
OUTDOOR PIPING AFE070110169
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
NONCYCLING
REFRIG DRYER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
WALKWAY
& MANHOLE
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISC
PIPING/VALVES/FTTGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
FICKESS
PUMPS
|
USA.PA.PA097.NORTHUMBER.17510000
|
11803477
|
|
IN-MOTION
CHECKWEIGHER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
ELECTRICAL
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PIPE/
VALVES/ FITTINGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
ACID
PUMP
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISTKOP
FILTER ASSEMBLY
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PLATFORM
10FT X 10FT WITH LADDER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
ELECTRIC
ACTUATOR/AALIANT
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
COILS
TANK #6
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PIPING/FTTGS/VALVES
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
MISC
PIPING
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
ELECTRIC-AIR
FILTERS/TANK AGITATOR MOTORS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
HV-5
MIXERS QTY-2
|
USA.PA.PA097.NORTHUMBER.17510000
|
105795-1
& 1057
|
|
POWER
& CONDUIT TO MIXERS 5 THRU 8
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PIPE
& FTTGS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
TRACER
LINES FOR PRODUCT LINES
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
HV-5
MIXER
|
USA.PA.PA097.NORTHUMBER.17510000
|
105900-1
|
|
HV-5
MIXER
|
USA.PA.PA097.NORTHUMBER.17510000
|
105907-1
|
|
FILTER
ELEMENTS
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
HEAT
TRANSFER FLUID
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
PVF
- HEAT TRANSFER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
EMULSION
FIELD INSULATION
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
GAS
METER ON PLANT HEATER
|
USA.PA.PA097.NORTHUMBER.17510000
|
|
|
2001
FORD F250 SD REG CAB
|
USA.OK.OK019.ARDMORE.23440000
|
3FTNF20L91MA640
|
|
General
Lab Equipment
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
General
Plant Equipment
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 201
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 202
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 251
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 252
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 253
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 254
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 255
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 256
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 257
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 301
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 302
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 303
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 401
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 501
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Tank
# 511
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
Emulsion
Mill
|
USA.OK.OK019.ARDMORE.23440000
|
|
|
USED
PICKUP AFE070110245
|
USA.TX.TX453.AUSTIN.23460000
|
2GTEC19R4W15358
|
|
General
Lab Equipment
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
General
Plant Equipment
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 205
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 206
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 209
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 300
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 302
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 340
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 341
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 350
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 351
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 500
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 501
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 520
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 103
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 200
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 201
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 202
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 203
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 204
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 207
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 208
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 210
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 211
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 212
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 301
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 400
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 410
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 502
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 503
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Tank
# 521
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
TANK
10000 GAL PLASTIC VERTICAL
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
Emulsion
Mill
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
PANEL
AND TRANSFORMER
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
PVF
- SOAP BATCHING
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
LINES
TO HEAT EXCHANGER
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
INSTALLED
CONDUIT, JUNCTION BOX, POWER PACK, WIRING
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
7.5
HP PUMP
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
PUMP
& TANK PIPING
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
HV-1
MIXER TANK 302
|
USA.TX.TX453.AUSTIN.23460000
|
105891-1
|
|
HV-1
MIXER TANK 300
|
USA.TX.TX453.AUSTIN.23460000
|
105891-2
|
|
STARTER/CONTROL
WIRING FOR PUMP MOTOR-BATCHING SYSTEM
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
HEAT
TRACE
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
HEAT
TRACE CIRCUITS QTY-3
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
POWER
FOR MIXERS TANKS 300 & 302
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
INSULATION
BLANKETS FOR 7 PUMPS
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
PIPE
INSULATION
|
USA.TX.TX453.AUSTIN.23460000
|
|
|
1994
CHEV C/K 1500
|
USA.OK.OK131.CATOOSA.23500000
|
1GCEC14K5RE2114
|
|
FOUNDATION-DRUM
STORAGE BUILDING
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
30
FT X 40 FT X 12 FT DRUM BUILDING
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
DRUM
BLDG DOOR & OPERATOR
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRIC
LOAD RACK TO NEW BLDG & LIGHTS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
FLAG
POLE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
General
Lab Equipment
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
General
Plant Equipment
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
BOBCAT
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 100
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 200
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 201
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 202
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 250
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 251
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 252
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 253
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 254
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 255
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 256
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 260
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 261
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 262
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 300
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 301
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 302
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 303
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 304
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 305
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 306
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 340
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 400
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 500
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 510
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
# 511
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Tank
Floor for #251
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
TANK
#262 MAINTENANCE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
INSULATION
TANK #200
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
TANK
202 FLOOR
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
AFE
100030
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
15000
GAL FIBERGLASS TANK 10FT D X 14FT H
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
12600
GAL FIBERGLASS TANK 12FT D X 15FT H
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
8500
UPR 1.9XLPE CHEMICAL TANK 50% DOWN
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
TANK
8500 UPR 1.9 XLPE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
CONCRETE
CONTAINMENT
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
Emulsion
Mill
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
WATER
TANK & PUMPS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
NELSON
HEAT TRACE PRODUCTS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
CATIONIC
LOADING RACK
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
FLOW
METER 4INCH
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRICAL-CATIONIC
LOADING RACK
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
WIRE
FOR WATER TANK
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
SPARE
MILL COLLOID DMP-757
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
SIL
PIPE COVER/PUMP/BLANKETS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PIPE
INSULATION 4 INCH LINE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HEAT
CABLE 240 VOLT
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PIPE
VALVES & FITTINGS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
VIKING
QS124A PUMP SS-1
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRICAL
FOR PUMP
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
240
VOLT HEATING CABLE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
25
HP MOTOR FOR AC UNLOADING TANK
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
CUTLER
HAMMER SIX BUCKET CONTROL CABINET
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PLANT
UPGRADES CONSTRUCTION LABOR
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
RALUMAC
UPGRADE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PIPING/VALVES/FTTGS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PVF
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
TURBINE-4
INCH BF SERIES
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HEATING
CABLE 240 VOLT
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRICAL-RALUMAC
SYSTEM
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HOT
WATER COILS TANK #262
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PIPE
VALVES & FTTGS-RALUMAC SYSTEM
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
4
INCH LINE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
3
INCH REMILL - RALUMAC PROJECT
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
TRUCK
OFFLOAD LINE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
LOAD
RACK STAIRS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HEAT
TRANSFER EQUIP-RALUMAC SYSTEM
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HEAT
TRANSFER EQUIP
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HEATING
CABLE 240 VOLT
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PVF-QUALITY
VENTURE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PVF-RALUMAC
SYSTEM
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
INSULATION
190FT OF 4FT / HEAT TRACE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
INSULATION-CRS2
SUCTION LINE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRIC-TANK
#305 PUMP & MOTOR
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
FORWARD-REVERSING
STARTER MOTOR FOR SS1 PUMP MOTOR
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PUMP/SENSOR
FOR RALUMAC SYSTEM
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PUMP
KIT - RALUMAC UPGRADE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
TANK
202 SAND
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
LEVEL
TRANSMITTER/STRAINER/SOLENOID VALVE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
SAFETY
SHOWERS & EYEWASH (BRADLEY)
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
WATER
LINE FOR SAFETY SHOWERS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
KROHNE
OPTIFLUX 1000 2 INCH
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
INSULATION
OF RE-MILL LINE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
EYEWASH
STATIONS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
INSULATION
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
RE-FED
TRANSFORMER PANELS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
15HP
MOTOR FOR SOAP PUMP
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRIC-PUMP
TO MILL HOOKUP
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
HVM-1
MIXER
|
USA.OK.OK131.CATOOSA.23500000
|
106059-1
|
|
AFE
100030 MATERIALS - TRUCK FALL PLATFORMS
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
RECONSTRUCT
RAILING & PLATFORM TO TANKS 306 & 511
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRIC
TANK RADAR GAUGES
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
MECHANICAL
CONSTRUCTION
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PVF
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
MILL
SUPPORT/BASE
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
ELECTRIC
MOTOR INSTALLATION
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
PIPING
INSULATION ASPHALT TO MILL LINE IN MILL ROOM
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
SOFT
START FOR 125HP MOTOR
|
USA.OK.OK131.CATOOSA.23500000
|
|
|
1994
CHEV C/K 1500
|
USA.KS.KS057.DODGE
CITY.23540000
|
1GCEC14Z0RZ2300
|
|
DELTA
V - INPUT CARDS & POWER SUPPLY
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
DELTA
V UPGRADE
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
General
Lab Equipment
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Dynamic
Shear Rheometer
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tractor
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
General
Plant Equipment
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 202
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 203
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 204
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 250
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 251
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 252
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 253
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 254
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 290
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 302
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 303
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 340
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 350
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 351
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 352
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 353
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 354
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 400
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 401
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 402
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 503
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Tank
# 504
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
TANK
INSULATION
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
Emulsion
Mill
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
AWNING
OVER LOAD RACK
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
FLOAT
GAUGE QTY - 3
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
HV-5
MIXERS QTY-3
|
USA.KS.KS057.DODGE
CITY.23540000
|
105478-1
105478
|
|
PRO
TRANS HEAD LITE QTY - 3
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
MISC
PIPING/FTTGS/VALVES
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
LIGHTING
UNDER CANOPY AFE070110079
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
SUPPORTS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
TANK
TIE-INS/LINES
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
SUPPORTS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
UNLOADING
CANOPY
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
WALKWAYS
WITH LADDERS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
PIPING
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
BLOWDOWN
LINE
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
ELECTRICAL
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
HV-5
MIXER PARTS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
ACTUATOR
/ NPT CONNECTOR / REGULATOR
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
FTTGS
& TUBING
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
HEAT
EXCHANGER/STEAM FEED/3 INCH STEAM LINE
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
STEAM
HEADER MANIFOLD
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
LIQUID
LEVEL INDICATOR
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
MIXER
& RAIL PUMP WORK
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
STEAM
TRAPS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
PIPING
INSULATION & TRACING
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
ELECTRICAL-SOLUTION
TANKS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
VALVES
& FTTGS
|
USA.KS.KS057.DODGE
CITY.23540000
|
|
|
1995
FORD F-150
|
USA.KS.KS015.EL
DORADO.23580000
|
1FTEF15N6SNB405
|
|
NEW
TANK AREA DIRT WORK
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
ROCK@TANK
PADS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
General
Lab Equipment
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
General
Plant Equipment
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 201
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 203
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 205
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 253
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 254
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 255
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 256
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 257
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 300
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 301
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 303
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 304
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 305
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 306
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 340
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 341
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 400
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 500
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 501
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Tank
# 510
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
COILS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
COILS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
COILS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
COILS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
COILS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
COILS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#206 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#207 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
PADS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
# 208 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#258 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#259 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#260 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATION
- TANK #200
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATION
- TANK #204
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATION
- TANK #251
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATION
- TANK #250
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATION
- TANK #252
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
INSULATION
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#200 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
#204 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
# 251 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
# 250 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
# 252 INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
# ? INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
Emulsion
Mill
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
LOADING
SYSTEM IMPROVEMENTS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
PRO
TRANS HEAD LITE GAUGES
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
LOADING
SYSTEM IMPROVEMENTS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
RE-FAB
SKID
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
LOADING
SYSTEM IMPROVEMENTS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
MODIFY
PIPING TO STORAGE
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
DALWORTH
EMULSION MILL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
CONTROLLER
/ PRECISION DIGITAL METERS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
ELECTRICAL
FTTGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
METER WIRING
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
SCALES
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
ELEC
SUPPLIES
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
SENSORS
CMF300M
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
4
INCH ROPER PUMP
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
PIPE/VALVES
& FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
ELECTRICAL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
SQD
25HP VFD BOM TRANSFORMER
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
WIRING-LOAD
OUT RACK
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
NEW
COVERS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
RADAR
GAUGE DISPLAY INSTALL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
CONSTRUCTION
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
CAPITALIZED
INTEREST
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
HV-5
MIXERS QTY-6
|
USA.KS.KS015.EL
DORADO.23580000
|
105877-1
THUR 1
|
|
RADAR
GAUGES QTY-6
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
ELECTRIC
FOR MIXERS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
LINES / EMULSION PVF
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATE
PIPING
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
STRAHMAN
SAMPLE VALVES SV-800 SS QTY-6
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
206 FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
259 FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
208 FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
208 FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
258 FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
606 FITTINGS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
NEW
TRANSFORMER & PANEL
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
PROCESS
& STEAM PVF
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
READOUT
DISPLAYS FOR 6 RADAR GAUGES
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
EMULSION
PIPING
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
TANK
CATWALKS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
PLANT
LIGHTING
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
INSULATION
OF STEAM & PROCESS PIPING
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
WIRE
RADAR GUAGES
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
WIRE
MIXERS
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
CAGED
LADDERS & GATES
|
USA.KS.KS015.EL
DORADO.23580000
|
|
|
1996
FORD F-150
|
USA.AR.AR119.LITTLE
ROC.23650000
|
1FTEF14NXTLA501
|
|
WORKSTATION/MD
PLUS CONTROLLLER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
DISCRETE
CONTROL OUTPUT/DST 25 SCALEUP/
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
DELTA
V UPGRADES
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
DELTA
V AUTOMATION PROGRAMMING
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
General
Lab Equipment
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
General
Plant Equipment
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 209
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 210
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 264
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 263
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 256
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 257
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 258
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 261
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 262
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 302
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 304
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 305
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 352
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 403
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 405
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 503
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 511
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 512
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Tank
# 513
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TANK
CALIBRATION/SANDBLASTING
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
LHDPE
VERT STORAGE TANK 6000 GAL
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CONCRETE
SLABS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
14FT
X 14FT X 8IN CONCRETE PAD
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TANK
256 FLOOR REPLACEMENT
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TANK
257 FLOOR REPLACEMENT
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
RALUMAC
TANK FOUNDATION
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
UNLOAD
TANK
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PAINT
TANKS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
INSULATION
TANK 256
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
INSULATION
TANK 257
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TANK
1-22
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Blending
System
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Emulsion
Mill
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
HEAT
EXCHANGER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TEMPERATURE
REGULATOR
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
EMULSION
MILL FEED PUMP VIKING QS224A
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TEMPERATURE
REGULATOR
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ELEC
FOR 30HP MOTOR
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
25
HP PUMP/PAD/PIPING/ELEC
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ROPER
GEAR PUMP
|
USA.AR.AR119.LITTLE
ROC.23650000
|
G-514759
|
|
CAPITALIZED
INTEREST
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
HEAT
EXCHANGER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
STEAM
TRAPS QTY 9 070110191
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
COOLING
TOWER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
HCL
CONTAINMENT AREA
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
HV-3
MIXERS QTY-3
|
USA.AR.AR119.LITTLE
ROC.23650000
|
105612-1
THRU 1
|
|
5
TREAD STAIR 4FT X 4FT8IN
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
SUPERCHARGER
QTY-3
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
FLOW
METER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
SAFETY
EQUIP - FIRE HOSE
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
LOADING
ARM
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
6FT
X 8FT X 8IN PUMP PADS QTY-2
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PRO
LITE RADAR GAUGE QTY-4
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
THERMOMETERS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
HV-3
MIXER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
105675-1
|
|
GOLDLINE
PIPE BRIDGE
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PIPING
- 3 TANKS & UNLOAD STATION
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CATWALKS
EXTENSION - NEW TANKS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
40
HP PUMP WITH PIPING
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ELECTRICAL
- MOTOR CONTROL CENTER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PVF
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ELECTRICAL
- HCL PUMPS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ELECTRICAL
- UNLOAD BLDG
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ELECTRICAL
- PUMP & PIPING
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
ELECTRICAL
- CHEM TANK
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PIPING
COOLING TOWER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
TANK
VENT-TANK 306
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
LOAD
RACK SAFETY STAIRS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
EMULSION
TANK PLATFORM
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
EMULSION
PIPE SUPPORTS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CAPITALIZED
INTEREST
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
SWITCHES
& LIGHTING
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PUMP
VIKING MODEL AK4195 5 HP
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
COILS
- TANKS 256 & 257
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PIPING/VALVES/FTTGS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
INSULATION
JACKET FOR SHARPE 4 INCH VALVE
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
FTTGS
FOR RALUMAC PROD
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
SUPPLIES/FLANGES
FOR SEMPRIME
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PVF
FOR NEW PRIME MATERIAL
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PVF
- RALUMAC PRODUCTION
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PUMP
KIT GG4195 STD
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
FS
BOX
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
Y-STRAINERS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
INSULATION
COVER FOR RESUN PLUG VALVES
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PUMP
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CONDUIT
FOR PUMP MOTORS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CAGED
LADDER & 4 FT X 4FT PLATFORM
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
PULSAR
IMP80 / 8 CHANNEL CONTROLLER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
REBUILD
MIXER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CABLE
FOR LEVEL SENSORS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
FLANGE
8 INCH - RALUMAC PRODUCTION
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
HOT
OIL PIPING
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
COMDUIT
FOR MOTORS/PUMPS/CONTROLLERS
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
CATIONIC
LATEX PUMP
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
|
FORD
2001 F150 AFE070110261
|
USA.TX.TX303.LUBBOCK.23660000
|
1FTZF17241NA176
|
|
BALANCE
ON BUILDING CONTRACT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SECURITY/ACCESS/CCTV
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
NEW
OFFICE BUILIDNG
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
DELTA
V - PRECISION WS390 MINITOWER
|
USA.TX.TX303.LUBBOCK.23660000
|
VE2519C1M99L01
|
|
DELTA
V - MD PLUS CONTROLLER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
WORKSTATION/CONTROLLER/TOWER
SERVER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
DELL
2400MP DLP PROJECTOR
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
APC
SMART UPS
|
USA.TX.TX303.LUBBOCK.23660000
|
S5S0720T59102
|
|
LICENSE
OWNERSHIP TRANSFER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
DELTA
V SYSTEM PROGRAMMING UPGRADES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
OFFICE
DESIGN
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
OFFICE FURNITURE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
NEW
OFFICE LIGHTS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EXIT
LIGHTS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
OFFICE
SECURITY SYSTEM
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SEMMATERIALS
INTERIOR OFFICE SIGN
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
BRAVIA
LCD TV 37 INCH & DVD
|
USA.TX.TX303.LUBBOCK.23660000
|
02FC6VBQ422090
|
|
OFFICE
CABLEING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SIGNAGE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
OFFICE FURNITURE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
JUMPERS
& COPPER PATCH CORDS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SITE
WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FIREWATER
LINES / HYDRANTS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FIRE
HYDRANT INSTALLATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CONTAINMENT
CALCULATIONS/ENVIRONMENTAL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LANDSCAPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PARKING
LOT / OUTDOOR LIGHTS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
ROCK-DRAINAGE
GRADING BY ENTRANCE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CONCRETE,
DIRT, GRADE, FENCE & PLUMBING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LANDSCAPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LANDSCAPING
SEE ASSET #143986
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
General
Lab Equipment
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
General
Plant Equipment
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SKIDSTEER
LOADER
|
USA.TX.TX303.LUBBOCK.23660000
|
512264698
|
|
FIT
TEST KIT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FIRE
EXTINGUISHERS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SACK
LIFTING DEVICE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AIR
COMPRESSORS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LAB
TEST EQUIP/LAB DRYER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LAB
EQUIP VENT PIPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LAB
EQUIP-BOTTLE RACKS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 10
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 11
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 12
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 14
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 15
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 16
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 20
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 21
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 22
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 23
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 24
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 25
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 26
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 27
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 28
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 30
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 29
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 4
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 5
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 6
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 7
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# 8
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# S-1
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# S-2
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Tank
# S-3
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TANK
#13 INSULATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TANK
24 26 16 & 3 WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TANK
#226 COILS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
COILS-TANKS
#224 & #227
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
COILS-TANK
#225
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TANKS
#5 #25 & #27 WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CONCRETE
PAD
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
COILS
- TANK #205
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
400
BBL (16800 GAL) 12FT DIA X 20FT FIBERGLASS TANK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TANK
#216 INSULATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CLEAN
HFD TANKS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
100054
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Batching
System
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TUBING
1/2INCH SEAMLESS 300FT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
METAL
HOSES-RAILCAR UNLOADING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
DALWORTH
EMULSION MILL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
PIPING/VALVES/FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
PIPING / VALVES / FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
PIPING / VALVES / FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HEAT
EXCHANGER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PUMP-ROTARY
VIKING QS224A
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
6
INCH PUMP & PIPING TANKS 14, 15, 16AFE070110172
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CONSTRUCTION
CHRGS - RAILCAR UNLOADING EQUIP
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
WIRE
IN LOADING RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PIPING/VALVES
& FTTGS-RAILCAR UNLOADING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
BALL
VALVES & 6 5/8 IN S40 SMLS PIPE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
WIRING
& CONDUIT-UNLOADING PUMPS AFE070110158
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
70FT
X 10FT FAIRBANKS TRUCK SCALE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSTALL
WATER STEAM COILS TANKS 14 & 15 AFE070110241
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PIPING/VALVES/FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
ULTIMATE
REDUCER AFE070110242
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
LOADING PUMP VIKING QS224A
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSULATION
LOADING RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EXPL
PROOF MOTORS QTY-2 25HP & 30HP
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RAILCAR
UNLOADING PIPING/SUPPORTS & VALVES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSULATION
- PROCESS PIPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PMAC
ELECTRICAL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PIPE/VALVES/FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FREEZE
PROOF SHOWER & EYEWASH
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SENSOR
CMF200M
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RAILCAR
40HP MOTOR
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HV-3
MIXER TANK #503
|
USA.TX.TX303.LUBBOCK.23660000
|
105701-1
|
|
MISC
CONSTRUCTION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EH&S
IMPROVEMENTS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
GOLDLINE
LOADING RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PUMP
PAD
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PRO
LITE RADAR GAUGES QTY-3
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSULATE
WATER TANK / TANKS 204, 205, 206 & 207
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MECHANICAL
EQUIPMENT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PIPE
VALVES & FITTINGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LOADING
ARM
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSTRUMENTATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
DESIGN
SERVICES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PIPING/FTTGS/VALVES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LOAD
OUT WEST SIDE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SAFETY
EQUIPMENT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FLOODLIGHT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FAN
- LOADOUT RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EAST
UNLOAD PUMP/PIPING INSULATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FOUNDATION-LOADING
RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FLOW
METER MODEL 2700 CMF400
|
USA.TX.TX303.LUBBOCK.23660000
|
3081493
& 14025
|
|
STEEL
SAFETY GATE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LIQUID
LEVEL INDICATOR
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MASS
METER-CFM400 SENSOR
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PRESSURE
& TEMP TRANSMITTERS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TRANSMITTER
& REMOTE SEALS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SAFETY
CAGE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PIPING/VALVES/FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
REPL
EAST & WEST SPUR TIES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PLUMB
SOAP TANK 503/PACK MIXER TANK 216
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
3
D-RAILS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MISC
FTTGS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
INSULATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
WATER
LINE TO BOILERS/SHOWER TO LOADING RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CAPITALIZED
INTEREST 2008
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
TRANSFER LINE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
PIPING & INSULATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
RACK LOAD SPOUT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PMAC
BOILER PVF
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PMAC
PIPING & EQUIPMENT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FTTGS-BRINE
WATER TANK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
TRACING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SWIVEL
JOINTS FOR EMULSION RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PVF-PMAC
STEAM LINE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CHEMICAL
TUBING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AUTOMATION
SYSTEM
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
COLEMAN
EQUIPMENT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TEMP
CONTROLLER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
LOADOUT
CONTROLS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EMULSION
RACK ELECTRICAL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RAIL
BOOSTER PUMP
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
POLYMER
HOPPER MODIFICATIONS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PMAC
JIB CRANE STEEL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
BOILER
CONTROL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
POLLUTION
CONTROL PIPING-TANK 132
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSULATION-EMULSION
PIPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SCALES
WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MICS
FTTGS-ACID & LATEX
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HFD
TANK VENT
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
MCC
STARTER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
GAUGES
- TANK 131
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
GAUGES
- TANK 132
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
EH&S
PERMITS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
ELECTRICAL
WORK EMULSION RACK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SAFE
AIR SYSTEM FOR MIX TANK AREA
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HEAT
TRACE BOX EH&S
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PLATFORMS
BETWEEN SCALES EH&S
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SAMPLE
BOXES EH&S
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SULFUR
SYSTEM EH&S WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
FAB
WORK ON SAMPLER STAND EH&s
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
3
INCH PIPE & 1 INCH STEAM LINE PROD EFF WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
2
INCH STEAM LINE PROD EFFIC WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
STEAM
LINE TRAPS/2 INCH STEAM DRAIN PROD EFFIC WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
6
INCH TO 3 INCH & 6 INCH TO 6 INCH TIE-INS PROD EFFIC
WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PUMP
FRAME & 1 INCH STEAM LINE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AIR
LINES PROD EFFICIENCY WORK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SULFUR
SKID CONTROL
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSULATE
SULFUR SKID
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
INSULATE
MANWAYS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
PMAC
TRACE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RECEIVING
STEAM TRAPS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HANDRAILS
ON TANK TOPS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RECEIVING
STRAINER CRANE
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RECEIVING
STEAM PIPING VALVES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AC
PIPING JUMPER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
BASKET
STRAINERS
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AUTOMATION
SYSTEM UPDATES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HFD
PIPING PVF
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CFM400M
SENSOR BASE UPDATES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
ELECTRICAL
TRACING FOR HFD PIPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE070110180/MCC
SWITCHBOARD
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
SULFUR
SKID ACTUATOR
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HFD
Equipment (pressure gauges & thermometers)
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
Install
vent lines on main gas equip & 2 OSY gate valves
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HFD
PIPING
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
REFUND
- KANSAS ELECTRIC
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HFD
SYSTEM-CONDUIT, CABLE TRAYS & RUNNING POWER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
STAIRWAY
& RAILING FOR POLYMER GRINDER
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
WATER
& GAS TO OVEN
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
ENGINEERING
SERVICES
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
TANK
GAUGE SETUP & CALIBRATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
HPD
SYSTEM ELECTRICAL INSTALLATION
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
AFE
70110172
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
RED
MAN PIPE & SUPPLY
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
CONSTRUCTION
IKA-30 MILL LUBBOCK
|
USA.TX.TX303.LUBBOCK.23660000
|
|
|
1999
FORD F250 SD
|
USA.TN.TN157.MEMPHIS.23670000
|
1FDNX20L5XEB340
|
|
Bending
Beam Rheometer
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Dynamic
Shear Rheometer
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
General
Lab Equipment
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
General
Plant Equipment
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
KAESER
AIR COMPRESSOR
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
AFE
100095 KAISER AIR COMPRESSOR
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
AFE
100095 KAISER AIR COMPRESSOR
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
AFE
100095 KAISER AIR COMPRESSOR
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 141
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 300
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 301
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 302
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 410
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 411
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
Tank
# 421
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
SERVICE
AP TANK
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
AFE
100066
|
USA.TX.TX439.SAGINAW.23670000
|
|
|
MOBILTHERM
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
VL50
50HP-400-CS QTY-3
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
SULPHUR
SKID AFE 070110124
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
SULFUR
SKID UPGRADE
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
MOBILTHERM
/ MISC GASKETS & GAUGES
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
SULFUR
SKID UPGRADE
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
BASKET
STRAINERS 4 INCH QTY-4
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
FUEL
OIL BACKUP SYSTEM
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
REWORK
FLOWMETER / MICRO MOTION CONTROLLER AFE070110124
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
HV-1.5
MIXER
|
USA.TN.TN157.MEMPHIS.23670000
|
105747-1
|
|
MC-II
FLOW ANALYZER
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
PIPE/VALVES/FTTGS
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
HEATING
CABLE
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
PIPE
SUPPORTS
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
HEAT
TRACE 5 TANKS & 2 LOAD RACKS
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
HEAT
TRACE- 5 FINISH PROD TANKS 7 LOAD RACKS
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
CONVEYOR
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
POLYMER
HOPPER
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
WIRE
AGITATOR & AP TANK PUMP
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
CONDUIT
& HEAT TRACE MODIF - LOADING RACK
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
480
VOLT PANEL FOR HEAT TRACE
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
HEAT
TRACE
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
LEGS
ON CRANE SYSTEM / HANDLE ON HOPPER
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
SUPPORTS
- CONVEYOR
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
OVERHEAD
CRANE SYSTEM/4 FT X 8FT HOPPER
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
HEAT
TRACE PRODUCT LINES
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
ELEC
HEAT TRACE ON UNLOADING LINE
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
ELECTRIC-POLYMER
CRANE SYSTEM
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
BAG
SPLITTER
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
SUPERCHANGER
W/ SHROUD
|
USA.TN.TN157.MEMPHIS.23670000
|
|
|
2002
CHEV SILVERADO 1500
|
USA.OK.OK101.MUSKOGEE.23700000
|
1GCEC14VX2Z2977
|
|
DIRTWORK
- POLYMER WAREHOUSE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Bending
Beam Rheometer
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Dynamic
Shear Rheometer
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Dynamic
Shear Rheometer
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
General
Lab Equipment
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
General
Plant Equipment
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Kaeser
Air Comp
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TEMPYROX
LAB OVEN
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
KAESER
AIR COMPRESSOR
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
WIRING
FOR TEMPYROX LAB OVEN
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
POLYMER
CRANE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
480V
3PHASE POWER TO CRANE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
FLASH
POINT TESTER
|
USA.OK.OK101.MUSKOGEE.23700000
|
26228/20978
|
|
AUTOMATED
SOFTENING POINT TESTER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
NEW
HOLLAND LS185 SKID STEER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 117
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 140
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 141
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 150
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 151
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 300
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 410
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 420
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Tank
# 430
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
1000
GAL EXPANSION TANK 48 INCH DIA WITH STANDS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
ENGINEERING
COSTS EXPAN TANK PROJECT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TANK
#115 FLOOR REPLACEMENT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TANK
111 COIL PROJECT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
DROP
OUT SKID
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
70110166
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
70110166
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
70110166
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
70110166
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
70110163
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
100166 tax
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Emersion
Heater
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
Emersion
Heater
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
STRAINER
OVEN
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
CLEANING
FURNACE FOR BURNING STRAINERS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
EXPAN
TANK TOWER & CONCRETE PAD & NEW PIPING
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
FURNACE
INSTALLATION
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
MISC
PIPING/VALVES/FTTGS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
ORIFICE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
MISC
FTTGS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
HEATER
& CONTROL
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
RADAR
LEVEL TRANSMITTER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
HEAT
TRACE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
HEAT
TRACE PRODUCTS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PUMP
HOUSE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
WIRE
HEAT TRACE LOAD RACK & PUMP
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
EXTENDER
LINE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
HEAT
TRACE ON UNDERHEATED LINES
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
CMF400M
SENSOR QTY 2 AFE070110226
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
GEAR
BOX FOR S/N 104941 AFE070110221
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
DRIVE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
5
INCH LINE ON RACK
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PIPE
IN 4 VIKING PUMPS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
ELECTRIC
FOR BLEND UNIT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
WIRE
3 MOTORS E-BLENDER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
STEEL
FOR OVERHEAD CRANE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
5600
BASE TANK 110 AFE070110163
|
USA.OK.OK101.MUSKOGEE.23700000
|
1363628
|
|
CAPITALIZED
INTEREST
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
VALVES
/ FTTGS / PIPING
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
CONVEYOR
STRUCTURAL STEEL
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
HOPPER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
INSULATION
OF MIX TANKS & PIPING
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
VARIABLE
FREQUENCY DRIVE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
REBUILD
GEARBOX
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
STRAINER
HOIST
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PUMP
UPGRADES-MIX TANK
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PRO
LITE RADAR GAUGE QTY-5
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
LIFTING
PLATE FOR BAG PRODUCTS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
MODIFY
TOUCH SCREEN PANEL FOR HEATER CONTROL
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PUMP-VIKING
H224A
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
CIRCULATION
SYSTEM/POLYMER DELIVERY SYSTEM
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
MIX
TANK ELECTRICAL INSTALLATION
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
ELECTRICAL
TEMP CONTROL IN POLY TKS 150&151
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
CATWALKS
PLATFORM & HANDRAILS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
ADDTL
STRUCTURAL CONCRETE/ADVISED PIPING
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
200
AMP 480V THREE PHASE PANEL BOARD
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
RECEPTACLES
- GENERAL / WINCH
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
THERMOCOUPLES/WIRE
FOR TANKS 150 & 151
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
WIRE
FOR MIXING TANKS, GATE MOTORS, AND CHANGE TOP AUGER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
SOLONOIDS
FOR TANK 150 AND 151 GATES
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
HALIDE
LIGHTS ON TANK 151
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
DISCONNECT
FOR 1151 MIXER MOTOR/TANK FEEDERS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
EMT
- TANKS 150 & 151
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
FTTGS
- TANK 115 FLOOR REPLACEMENT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PRO
LITE RADAR GAUGES QTY-6
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PIPING/VALVES/FTTGS
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TANK
111 ELECTRIC TO BLENDER MOTOR
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PIPING/VALVES/FTTGS
TANK 111 COIL
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
CONSTRUCTION
TRUCK LOADING H2S REMOVAL
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
SULFUR
PIPING, FTTGS & VALVES
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
WIRING
FOR RADAR GAUGES
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
LUBSOIL
HEAT TRANS 250
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PVF
- H2S REMOVAL
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
ELECTRICAL-2ND
SULFUR INJECTION PT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
NEW
SULPHUR LINE-TANK 111 PROJECT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PUMP
HOUSE LINES-TANK 111 PROJECT
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
MISTFIX
H2S MIST ELIMINATOR
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
H2S
MIST ELIMINATOR (SIDE EXHAUST)
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
DROP
OUT TANK
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TAXES-PIPING
& FINS FOR FINTUBES
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PRESSURE
BLOWER
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TANK
151 MIXER GEARBOX
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
PIPING
& FINS FOR FINTUBES
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
TRUCK
LOADING HOODS QTY-2
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
EXHAUST
HOSE
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
AFE
100030
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
VIKING
N324A LOADING PUMP
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
|
1992
CHEV CK 10 PICKUP
|
USA.MO.MO159.SEDALIA.23760000
|
1GCEC14Z0NZ1688
|
|
General
Lab Equipment
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
General
Plant Equipment
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 32
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 405 formerly Tank # 106
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 205 formerly Tank # 108
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 201
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 203 formerly Tank # 202
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 202 formerly Tank # 203
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 204
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 401 formerly Tank # 205
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 403 formerly Tank # 206
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 402 formerly Tank # 207
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 404 formerly Tank # 208
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 300
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 301
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
#206 formerly Tank # 302
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 310
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 320
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 340
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 500
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 501
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Tank
# 520 is actually Tank # 510
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
RESTORE
42000 GAL FUEL OIL TANK TO FINISHED PROD SERVICE
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
RESTORE
42000 GAL FUEL OIL TANK TO FINISHED PROD SERVICE
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
RESTORE
42000 GAL FUEL OIL TANK TO FINISHED PROD SERVICE
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
RESTORE
42000 GAL FUEL OIL TANK TO FINISHED PROD SERVICE
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
RESTORE
42000 GAL FUEL OIL TANK TO FINISHED PROD SERVICE
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
HCL
TANK 6500 GAL 120IN D X 220IN H
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
TANK
PADS
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
INSTALL
TANKS /RELOCATE TANK 302/ PIPING
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
TANK
10000 GAL VERTICAL 10FT X 17FT
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
TANK
12000 GAL VERTICAL 10FT X 21FT
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
TANK
40000 GAL VERTICAL 14FT X 35FT
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
CATIONIC
SOAP TANK 12FT X 19FT 16,000 GAL
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
ACID
SCRUBBER TANK 4FT X 4FT 388 GAL
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
INSULATION
- TANK 405
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
INSULATION
- TANK 311
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
Emulsion
Mill
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
MISC
FTTGS
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
PRECISION
DIGITAL CONSOLIDATOR
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
CONSTRUCTION
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
CAPITALIZED
INTEREST
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
AIR
PERMITTING
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
PIPING
& PIPE SUPPORTS
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
AFE070110451/CONSTR
MGMT
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
PIPING/FTTGS/VALVES
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
ACID
& CAT SOLUTION PIPING
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
HEAT
EXCHANGER
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
COOLING
TOWER
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
GOULDS
& VIKING PUMP KITS QTY-3
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
PUMP
WITH PADDLEWHEEL & TRANSMITTER
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
HV-1.5
MIXER
|
USA.MO.MO159.SEDALIA.23760000
|
105847-1
|
|
HV-3
MIXER QTY-2
|
USA.MO.MO159.SEDALIA.23760000
|
105487-2
& 1054
|
|
HV-2
MIXER
|
USA.MO.MO159.SEDALIA.23760000
|
105847-4
|
|
ELECTRICAL-CATIONIC
EMULSION ADDITION
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
METERS
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
VIKING
AK-4195-D GEAR PUMP
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
PUMP
HOIZ CNTRFGL MAG
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
LIQUID
LEVEL INDICATORS
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
SAAB
RADAR GAUGES QTY-3 FOR TANKS 206, 405, AND 406
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
CENTRIFUGAL
PUMP FOR STORMWATER POND
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
ACID
TANK PVF
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
GAUGE
START UP TNKS 206,405,406
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
EMULSION
PUMP VIKING MODEL HJ4195
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
ELECTRIC
- ENCLOSURE PIPE FITTERS NEAR MILL MOTOR
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
FREQ
DRIVE FOR TOTE PUMP
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
STARTER
& WIRING FOR POND PUMP
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
MANIFOLD
PUSHBUTTON STATION
|
USA.MO.MO159.SEDALIA.23760000
|
|
|
1997
FORD F-250 HD
|
USA.IN.IN085.WARSAW.23790000
|
3FTHF25HXVMA591
|
|
SAND
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Dynamic
Shear Rheometer
|
USA.IN.IN085.WARSAW.23790000
|
|
|
General
Lab Equipment
|
USA.IN.IN085.WARSAW.23790000
|
|
|
General
Plant Equipment
|
USA.IN.IN085.WARSAW.23790000
|
|
|
FORKLIFT
|
USA.IN.IN085.WARSAW.23790000
|
P1F2-9H0581
|
|
Tank
# 201
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 202
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 203
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 204
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 205
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 206
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 207
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 208
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 209
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 210
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 211
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 212
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 300
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 301
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 302
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 303
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 304
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 305
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 340
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 341
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 400
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 401
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 410
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 500
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 501
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 520
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 521
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Tank
# 530
|
USA.IN.IN085.WARSAW.23790000
|
|
|
ACID
TANK
|
USA.IN.IN085.WARSAW.23790000
|
|
|
15
FT X 32 FT TALL STORAGE TANK
|
USA.IN.IN085.WARSAW.23790000
|
|
|
TANK
INSULATION 15FT X 32FT
|
USA.IN.IN085.WARSAW.23790000
|
|
|
HV-3
MIXER TANK 18
|
USA.CA.CA071.FONTANA.05230000
|
105933-3
|
|
Direct
Fire Heater
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Direct
Fire Heater
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Direct
Fire Heater
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Pumps
|
USA.IN.IN085.WARSAW.23790000
|
|
|
Emulsion
Mill
|
USA.IN.IN085.WARSAW.23790000
|
|
|
HEAT
TRACE FOR ACID TANK
|
USA.IN.IN085.WARSAW.23790000
|
|
|
TRACE
FOR ACID LINE
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PIPING
|
USA.IN.IN085.WARSAW.23790000
|
|
|
MASS
FLOW METER
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PIPING
& FTTGS ASPHALT LINE
|
USA.IN.IN085.WARSAW.23790000
|
|
|
STATIC
MIXER
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PIPING
& FTTGS
|
USA.IN.IN085.WARSAW.23790000
|
|
|
MISC
FTTGS
|
USA.IN.IN085.WARSAW.23790000
|
|
|
INSULATION
FOR ASPHALT LINE
|
USA.IN.IN085.WARSAW.23790000
|
|
|
GAUGES
FOR ACID TANK
|
USA.IN.IN085.WARSAW.23790000
|
|
|
SAFETY
SHOWERS @ RAIL LINE
|
USA.IN.IN085.WARSAW.23790000
|
|
|
REFUND
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PIPE/VALVES
& FITTINGS-SOAP BATCHING SYSTEM
|
USA.IN.IN085.WARSAW.23790000
|
|
|
ELECTRICAL-SOAP
BATCHING SYSTEM
|
USA.IN.IN085.WARSAW.23790000
|
|
|
WIRE
GAUGES
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PIPING/VALVES/FTTGS
|
USA.IN.IN085.WARSAW.23790000
|
|
|
INSTRUMENTATION/CFM300
|
USA.IN.IN085.WARSAW.23790000
|
|
|
MICROMOTION
COVER/PIPES,VALVES,FITTINGS
|
USA.IN.IN085.WARSAW.23790000
|
|
|
VALVES
|
USA.IN.IN085.WARSAW.23790000
|
|
|
FTTGS
TANK #211 REPL
|
USA.IN.IN085.WARSAW.23790000
|
|
|
MASS
FLOW METER
|
USA.IN.IN085.WARSAW.23790000
|
|
|
MASS
FLOW METER
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PRO
LITE GAUGE
|
USA.IN.IN085.WARSAW.23790000
|
|
|
PIPING
INSULATION
|
USA.IN.IN085.WARSAW.23790000
|
|
|
ELECTRICAL
EMULSION LOAD RACK AUTOMATION
|
USA.IN.IN085.WARSAW.23790000
|
|
|
WIRE
TANK 211 SAAB CONTROL
|
USA.IN.IN085.WARSAW.23790000
|
|
|
1993
GMC SIERRA
|
USA.CO.CO001.COMMERCE
C.40100000
|
1GTFC24K5PE5316
|
|
General
Lab Equipment
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
General
Plant Equipment
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 201
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 202
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 203
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 207
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 208
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 209
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 254
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 255
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 256
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 257
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 258
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 259
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 260
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 261
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 262
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 299
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 300
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 301
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 302
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 303
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 304
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 305
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 306
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 307
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 340
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 401
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 497
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 498
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 499
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 501
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Tank
# 502
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
INSULATION
- TANK REPAIR
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
INSULATION
- TANKS
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Emulsion
Mill
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
Emulsion
Mill
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
TRUCK
SCALE CENTURION 72 X 11 FT AFE 70210189
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
2
INCH PIPING AT TANK & 4 INCH LINE AFE070210189
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
ELECTRICAL
FOR SCALES AFE070210189
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
WALKWAY
AROUND TANK FARM
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
GOLDLINE
LOADING RACK PLATFORM
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
AUTOMATED
CONTROL SYSTEM
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
1.5"
MAXFLO
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
ELECTRIC-DENVER
K AUTOMATION
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
ROPER
W/ CARB BSHGS, GR PUMP CARB BSHGS, BALDOR 3HP LOVE JOY
HUBS/SPI
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
TANK
RADAR GAUGES
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
4
INCH PIPE TO LOAD RACK
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
ELECTRIC
- LOGIC CONTROL
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
ELECTRIC
- SAAB GAUGES
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
INSULATION
- STRAINER
|
USA.CO.CO001.COMMERCE
C.40100000
|
|
|
1996
FORD F-150
|
USA.CO.CO001.COMMERCE
C.40110000
|
1FTEX14NXTKA475
|
|
RF
MODEMS & PRINTERS FOR SCALES
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Bending
Beam Rheometer
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
General
Lab Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Grinder
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Lab
Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
CAT
Forklift
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
General
Plant Equipment
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
86175
- SPARE MP-10S MILL
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
DSR
070210194
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 302
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 304
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 306
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 324
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 326
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 301
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 305
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 308
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 309
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Tank
# 310
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION
TANK #308
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSTALLATION
CHRGS TANK 308 INSULATION
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSTALLATION
CHRGS TANK 308 INSULATION
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
310 ROOF
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
310 WORK NEW ROOF PROJECT
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
314 COILS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
314 INSULATION
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
314 FLOOR
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
314 ROOF
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
314 ROOF/DOOR SHEET
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MOLTEN
SULFUR TANK-5600 GAL VERT 8FT DIA X 15FT TALL
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
COILS
FOR SULFUR TANK
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION
- SULFUR TANK 10FT X 18FT
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
314 WORK
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
070210068
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
100099
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE
100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
AFE070210082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELECTRICAL
AFE070210189
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
OIL
HEATER
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
330
Gal IBC Paratherm HE Heat Transfer Fluid
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
PRECISION
DIGITAL QTY-3 AFE 070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
CONSTRUCTION CHRGS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
LITE
HEAD WITH ANALOG OUTPUT
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ADAMS
CITY STEEL AFE 070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
LOADING
RACK FOR TANK TRUCK/SAFEWALK BRIDGE AFE 070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
PUMP
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MIXER
INSTALLATION CHRGS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
GPE
CONTROLS AFE 100043
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MIX
TANK 1 & 2 PUMPS/REACTION TANK PUMP AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
RAIL
LINE CONVERSION-PMA TRANSFER AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
OSHA
CAGED LADDER FOR VERT TANK
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
BOTTOM
SUCTION PIPING 8 INCH AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TRERICE
BIMETAL PLUS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MURPHY
LEVEL SWITCHES AFE 100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MIXER
TO-40-L62 AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
105441-1
|
|
MIXER
TO-60-L82 AFE 100099
|
USA.CO.CO001.COMMERCE
C.40110000
|
105447-1
|
|
MISC
CONSTRUCTION CHRGS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
FTTGS/VALVES/PIPING AFE 100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
FTTGS/VALVES/PIPING AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
WIRE
LOW RACK #1 PUMP AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
M-D
AIR POWER UNIT AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
STEAM
TRAPS AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELECTRIC
FOR MIXER
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
PIPING
INSULATION AFE 100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
NAMUR
DRIVE BLOCK/2 INCH 9150 AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
DEAN
PUMP MODEL RA3146 100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
164901
|
|
MISC
ELECTRIC FTTGS AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
VORTEX
FLOWMETER QTY-9 AFE 100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
REGULATOR
2 INCH AFE 100082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
LOADING
RACK CANOPY / PAD AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
HEATING
CABLE/THERMOSTAT/METER/RELAYS AFE 100077
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
FTTGS AFE 100077
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
FTTGS/VALVES/PIPING AFE 100040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
PIPING
& LOAD RACK AFE070210099
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELECTRIC
PANELS AFE070210174
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
PROF
SERV - USE PERMIT AFE070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
VIKING
6 INCH CAST IRON STRAINER AFE070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATE
PIPING & ADDITIVE TANK AFE070210077
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
FTTGS/VALVES/PIPING
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION-PIPING
AFE070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
STEAM
LINE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELECTRIC
WORK AFE070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
FABRICATION
AFE070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
NPT
FREE FLOAT QTY (6)
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
STEAM
& CONDENSATE LINES
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
FTTGS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
HOSE
ASSY
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELEC-LOAD
RACK #2 & SULPHUR PUMP
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
METAL
HOSES QTY - 7
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION
HEATER PIPING AFE070210082
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION
RAIL LINE STEAM PIPING
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
LOAD
RACK #3 ELECTRIC
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TRASOR
CORP
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
FIBERGLASS
DUCT WORK & FTTGS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
LINKAGE
KITS QTY 9 AFE070210081
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MIX
MOTORS/PUMPS FOR MIX TANKS AFE070210099
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ACOUSTICAL
SCREEN/WHEEL CHOCK
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
CONVEYOR
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
WALKOVERS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
CONDENSATE/STEAM/WATER
LINES
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
ELECTRIC
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELEC-BLOWER
SYSTEM FOR MIX TANK
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
INSULATION
TANK 302
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
CONDUIT
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TANK
WORK/HO LINES/INSTALL COLUMNS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
6
INCH LINE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MIXER
- TANK 308 & 310
|
USA.CO.CO001.COMMERCE
C.40110000
|
105863-1
& 1058
|
|
WIRING
- MIXERS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MISC
VALVES & FTTGS TANK 314
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
STRUCTRUAL
STEEL TANK 314
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
MIXER
NOZZLES TKS 308, 310, 312, 314
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
B-TEK
CENTURION TRUCK SCALE QTY-2
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
SULFUR
SYSTEM LINES & PVF
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
150#
G/H COVER FLANGE TYPE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
PVF
FOR LOAD RACK SCALES
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
SULFUR
LINE PIPE SUPPORTS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
WESTERN
AURORA 45/DIGITAL WEIGHT INDICATORS
|
USA.CO.CO001.COMMERCE
C.40110000
|
1476
& 1478
|
|
POLYMER
HOIST/TROLLEY (2 TON)
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ROSEMOUNT
5300 WAVE RADAR GAUGE/SIGNAL INDICATOR
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
METER
SUPPORTS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
GOLDLINE
SAFE-WALK PLATFORM EXTENSION
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
FLOWMETER
& CONVERTER
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
SCALE
WIRING FOR RACKS
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
SV800
SAMPLING VALVE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
WIRING
- NEW GANTRY CRANE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
ELECTRIC
- SULFUR SYSTEM
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
HEATING
CABLE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
M1
CABLE ON SULFUR SYSTEM PIPING
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
TRANSMITTER
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
HEAT
TRACE
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
CONTROLLER
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
SERVICES
AFE070210040
|
USA.CO.CO001.COMMERCE
C.40110000
|
|
|
Bending
Beam Rheometer
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
General
Lab Equipment
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
General
Plant Equipment
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
DSR
AFE 100112
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 140
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 150
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 151
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 201
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 202
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 204
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 205
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 207
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 208
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 300
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 301
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 302
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 340
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 350
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 355
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 356
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 400
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 500
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 501
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Tank
# 520
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
TANKS
- MIST ELIMINATION
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Emulsion
Mill
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Blending
System
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
MIXER
TO-40-L62
|
USA.CO.CO101.PUEBLO.40120000
|
105475-1
|
|
MIXER
TO-40-L62 ADDITIONAL
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
VIKING
PUMP 5 INCH 30 HP RIGHT HAND
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
VIKING
PUMP RIGHT HAND N324A
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
PUMP
N423A LEFTHAND VIKING 30 HP
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
FUME
RECOVERY PVF
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
H2S
MIST ELIMINATOR QTY-2
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
MISTFIX
H2S MIST ELIMINATION
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
SKID
- MIST ELIMINATION
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
VENTS-MIST
ELIMINATION
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
ELECTRIC-PUMPS/AGITATORS/HEAT
TRACE
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
NOZZLE
INSTALL TANKS 111, 150 & 151
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
PRESSURE
BLOWER
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
TWO
CONCRETE PADS 8 FT X 14 FT
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
ODOR
SYSTEM PIPING
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
Concrete
Pads (2) for Odor System Blowers and Pumps
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
MIST
ELIMINATOR INSERTION
|
USA.CO.CO101.PUEBLO.40120000
|
|
|
1997
FORD F-150
|
USA.CO.CO077.GRAND
JUNC.40130000
|
1FTDX1765VKB454
|
|
1990
FORD F-150
|
USA.CO.CO077.GRAND
JUNC.40130000
|
1FTEX14N5LKB090
|
|
LICENSE
OWNERSHIP TRANSFER
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
DELTA
V SYSTEM UPGRADES
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
RAMP
FOR TRUCK SCALES
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Bending
Beam Rheometer
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
General
Lab Equipment
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
General
Plant Equipment
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
FORKLIFT
AFE070210273
|
USA.CO.CO077.GRAND
JUNC.40130000
|
320371B
|
|
GORBEL
GANTRY CRANE/YALE CHAIN HOIST
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
AIR
COMPRESSOR 20HP BASE MOUNTED
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
PHYSICA
SMARTPAVE RHEOMETER
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 200
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 202
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 203
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 204
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 205
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 171
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 257
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 296
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 300
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 301
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 302
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 305
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 344
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 353
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 355
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 400
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 430
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 501
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Tank
# 502
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
COILS
TANK#200
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
COILS
TANK #201
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
TANK
BOTTOM #200
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
TANK
#201 FLOOR
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
INSULATION-TANK
200 BOTTOM
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
INSULATION-TANK
201 BOTTOM
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Batch
Controller
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
Emulsion
Mill
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
330
Gal IBC Paratherm HE Heat Transfer Fluid
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
FORTRESS
PRODUCTION EQUIPMENT
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
COOLING
TOWER & BASE AFE070210232
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
HEAT
EXCHANGER
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
SQD
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
30HP
460V 3PH PUMP AFE070210232
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
SQD
MODEL 6 MCC
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
HV-25
MIXERS QTY-2
|
USA.CO.CO077.GRAND
JUNC.40130000
|
105628-X
|
|
ODORFILTER
SYSTEM
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
POLYMER
HOPPER
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
CONCRETE
PAD FOR VAPOR SYSTEM
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
POLY
ROOM MCC
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
SQD
MODEL 6 MCC
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
MIX
TANK CIRCULATION PUMP N32 VIKING
|
USA.CO.CO077.GRAND
JUNC.40130000
|
11412029
|
|
MIX
TANK CIRCULATION PIPING
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
TCL-40-L62
MIXERS QTY-2
|
USA.CO.CO077.GRAND
JUNC.40130000
|
105858-1
& 1058
|
|
HV-3
MIXER
|
USA.CO.CO077.GRAND
JUNC.40130000
|
105859-1
|
|
VALVES-PMAC
LINE FOR SULFUR & TRANSFERS
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
VALVES
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
SULFUR
LINE 6 INCH
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
INSTALL
MIXER & NOZZLE ON TANK 109
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
ACTUATOR
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
CONDUIT/ELECTRICAL
FTTGS
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
HEATER
EXCHANGE BUNDLE
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
TRUCK
SCALE-RICE LAKE 70 FT X 11 FT 100 TON
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
PVF-MIX
TANK CIRCULATION PUMP
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
6
INCH & 10 INCH NOZZLES
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
N324A
PUMP SYSTEM
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
FTTGS-PMAC
LINE FOR SULFUR & TRANSFERS
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
FTTGS-MIX
TANK PUMP
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
PVF
FOR HEATER EXCHANGE BUNDLE
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
PARATHERM
HEAT TRANSFER FLUID
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
DOUBLE
TRACE 6 INCH RAIL PIPING
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
ACTUATOR
VT600.A08.T00
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
REMOTE
CONTROLS FAIL/SAFE ACT QTY-10
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
PIPING
INSULATION & COVERS
|
USA.CO.CO077.GRAND
JUNC.40130000
|
|
|
1994
CHEV C/K 1500
|
USA.UT.UT011.SALT
LAKE.40140000
|
1GCEK14Z1RZ2791
|
|
Bending
Beam Rheometer
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Dynamic
Shear Rheometer
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
General
Lab Equipment
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Grinder
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SHPR
BINDER TEST EQUIPMENT
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
1-MODEL
BTI-3 DIRECT TENSILE TEST SYSTEM (SHPR BINDER TEST)
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
BENDING
BEAM RHEOMETER
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PAV
SYSTEM
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
WESTERN
REGION MIX SUPPORT LAD AFE 4712
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MIX
DESIGN (AGGREGATE) TEST EQUIP AFE 4641
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
1-SHPR
LIQUID TESTING EQUIPMENT AFE 4642
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
WINLIMS
SOFTWARE LICENSE (LAB EQUIPMENT)
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
DYNAMIC
SHEAR RHEOMETERS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PRENTEX
PRESSURE AGING VESSEL W/ CONTROLLER AFE 85418
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
HORIBA
PARTICLE SIZE ANALYZER FOR ROADARMOR AFE 85659
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
BOHLIN
CVOR-200 DSR AFE 85820
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
HVAC
SYSTEM AFE 85836
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
LAB
MILL AT DSAT LAB AFE 89350
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
EMULSION
MILL - TRFR 726
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
General
Plant Equipment
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ASPHALT
TEST EQUIPMENT - 3896
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
POLYMER
AC TEST - 3999
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SAMPLE
& RETAIN STORAGE LAB - 3670
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
G-5
CHARLOTTE COLLOID MILL
|
USA.UT.UT011.SALT
LAKE.40140000
|
2720R
|
|
PHYSICA
SMARTPAVE RHEOMETER
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
YALE
PNUEMATIC LIFT TRUCK
|
USA.UT.UT011.SALT
LAKE.40140000
|
07D072843-1
|
|
TENSION
TESTER
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 10
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 11
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 12
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 13
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 14
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 15
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 16
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 17
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 18
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 24
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 25
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 26E
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 26W
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 27
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 28
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 29
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 3
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 30
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 31
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 32
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 33
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 34
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 35
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 36
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 37
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 38
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 39
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 40
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 41
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 42
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 43
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 44
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 5
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 6
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# 9
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# A1
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# B1
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# R1
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# S1
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# S2
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# S3
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Tank
# S4
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
DROP
OUT TANKS QTY-2 & VENTS QTY-3
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
TANK
INSULATION
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
TANK
FLOOR MODIF (TOTAL BID $5600)
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
AFE
070210153
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
AFE
070210153
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
AFE
070210056
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
AFE
070210056
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
AFE
070210056
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SKID
- MIST ELIMINATION
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Emulsion
Mill
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
Emulsion
Mill
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
REBUILD
CM-18 COLLOID MILL
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
6
IN & 4 IN MILL LINES
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MISC
PIPING/VALVES/TUBING-MILL SUPPLY LINES
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
INSULATION
WORK-MILL SUPPLY LINES
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PVF
FOR ODOR ABATEMENT
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SENSORS
QTY 5 - SOAP BATCHING SYSTEM
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
HOT
OIL FEED & RETURN LINES WITH SUPPORTS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MISTFIX-H2S
MIST ELIMINATION
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
NOZZLES
FOR TKS 50,51&52(PRIOR TO 2/20/2008)
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
METERS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
HEAT
TRANSFER FLUID
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
DEAN
PUMP
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
FLOWMETER
TRANSMITTER/FLOWTUBE
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SUPPORTS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
HOPPER
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PIPE
VALVES & FITTINGS-SOAP BATCHING
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MEASUREMENT
METERS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
INSULATION-HOT
OIL PIPING
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
3
INCH TIE IN LINES
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MCC
ADDITION FOR FUTURE MIX TANKS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ELECTRIC
FOR 40 HP FREQ DRIVE, REACTORS, BREAKERS, DISCONNECT
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ELECTRIC-SOAP
BATCHING SYSTEM
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ELECTRIC
- MILL FEED PUMPS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
INSULATION
- HOT OIL PIPING
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ON/OFF
ELECTRIC ACTUATOR
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ELECTRIC
- MASS METERS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MILL
FEED PUMP KIT
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MILL
FEED PUMP KIT
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SET
2 PUMPS & PIPE IN; PIPE SUPPORTS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MILL
FEED - P/L TRACE/INSULATION
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
6
INCH PIPE & SUPPORTS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
TANK
HIGH LEVEL ALARMS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
150HP
MFLEX VFD
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PRESSURE
TRANSMITTER & SEALS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ELECTRIC
- NEW EMULSION SYSTEM
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
IKA
MILL & PIPING INSTALL
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
RTD
SENSOR & TRANSMITTER
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PVF
FOR IKA MILL
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SDQ
75HP DRIVES
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
CABLE
TRAY & MILL HOUSE ELECTRICAL
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
MILL
ROOM TRAY & MCC CONNECTIONS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ELECTRIC
MILL ROOM & MCC CONNECTIONS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SQD
AUTOMATION PACKAGE
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
IKA
INSTALL - P/L TRACE/INSULATION
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
ROSEMOUNT
METER FOR SOAP LINE
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
SENSORS
& TRANSMITTERS
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
CONDENSATE
DRIP LEG & STEAM LINE RELOCATION
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
PUMP
WORK
|
USA.UT.UT011.SALT
LAKE.40140000
|
|
|
1994
FORD F-150
|
USA.NV.NV003.LAS
VEGAS.40150000
|
1FTEX15N8RKB230
|
|
BOL
BUILDING LIGHTS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EPSON
FX 890 PRINTER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CCTV
SURVEILLANCE CAMERAS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ENTRANCE
LIGHTING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LANDSCAPING
FOR NEW ENTRANCE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
DRIVEWAY
CONSTRUCTION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ACTUATED
ENTRANCE GATE INSTALLATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Bending
Beam Rheometer
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
General
Lab Equipment
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Grinder
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
General
Plant Equipment
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ANTON
PAR DSR
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSET
25MM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SKID
STEER CATEPILLAR MODEL 262B
|
USA.NV.NV003.LAS
VEGAS.40150000
|
PDT04758
|
|
HOIST
& TROLLEY 1/2 TON
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 22
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 31
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 32
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 33
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 34
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# ISE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# L1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# L2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# L3
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# L4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# S1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# S2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# S3
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# Sul 1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# W1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# W2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# W4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 3
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tank
# 5
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PREP
TANK FOR FORTRESS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PREP
TANK FOR FORTRESS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
TANK 17 OR 16
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ZINC
COAT TANK 15
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
L1 WORK
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
NEED
TRNSFR DROP OUT TANKS QTY-5 SKID-1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SANDBLAST
TANK W1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SANDBLAST
TANK W2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
#1 CLEANING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
#2 CLEANING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
#3 CLEANING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
#4 CLEANING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
#5 CLEANING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
#6 CLEANING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
REPAD
FOR TANK W1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
REPAD
FOR TANK W2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HATCH
FOR TANK L-4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANKS
- MIST ELIMINATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LATEX
TANK #64 9000 GAL FIBERGLASS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
W1 INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
W2 INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CHEMICAL
TANK L4 9000 GAL FIBERGLASS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
GASKET MATERIALS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Emulsion
Mill
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Emulsion
Mill
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SPARE
MILL
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MIXERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
FOR MIXERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
DIGITAL
RATE TOTALIZER/BATCH CONTROLLER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TLV
STEAM TRAPS AFE070210211
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSTALL
MIXING PADDLES AFE070210216
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PRO
TRANS HEAD QTY 2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TEGRA
SYNTHETIC GEAR LUBE AFE070210216
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MECHANICAL
PRODUCTS COOLING TOWER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STEAM
SYSTEM UPGRADE AFE070210211
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
FTTGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RAILSIDE
UPGRADE AFE070210211
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PRO
TRANS HEAD LITE QTY 2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RTD
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STEAM
TRAPS/HOSES AFE070210211
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TEMPERATURE
METER BIG DISPLAY CE AFE070210231
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
OVERFILL
ALARM UNITS QTY 3 AFE070210145
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SPANNER
WRENCH QTY-12 AFE070210211
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
DEG.
RAILLINE FTTGS AFE070210211
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Y-STRAINER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
TANKS 7-10/MONITORING SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CAST
STEEL PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HV-25
MIXER QTY-4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
105636-3
THRU 1
|
|
HV-25
MIXERS QTY-2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
105636-1
& 1056
|
|
ELECTRICAL
FOR MIXERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VIKING
N-324A PUMP 75HP 460V
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VIKING
N-324A PUMP PKG
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
INSTALL FOR TRANSFER PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RAIL
SUCTION LINE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
FOR EAST RAIL PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RAILSIDE
UPGRADE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
FOR WEST PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PUMPS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VIKING
N-324A TRANSFER PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
- RAILSIDE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HEAT
TRANSFER FLUID
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RAILSIDE
STEAM TRACING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
25
HP MOTOR FOR HV-25 MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SULFATREAT
410 HP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SUCTION
LINE TRACING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION-WEST
PUMP PADS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
WIRING
- MIXER MOTOR TANK 11 & 12
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PIPING
INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CONSTRUCTION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
COOLING
TOWER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATE
PIPING WEST PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STATIC
MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MIXER
REBUILD
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SENSOR
& TRANSMITTER CMF300-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
5
HP VFD-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SENSOR
& TRANSMITTER CMF100-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSUL
JKT CMF100-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
FTTGS-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TRANSMITTER/CONTROLLER
MODEL 3700-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HEAT
EXCHANGER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
FTTGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PERAL
PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VFD'S
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
FRT-MILL
FROM FONTANA
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
FTTGS-SULFA
TREAT
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PIPING/VALVES/FTTGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SQD
75HP VFD
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
REBUILD
MIXERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
REBUILD
MIXERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
COMBUSTION
CONTROL
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PIPING/FTTGS/VALVES-SULFUR
SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
FTTGS-PMAC STRAINER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PLANT
SECURITY SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RINGS
& PINS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
COOLING
TOWER PVF
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSTALL
3 INCH METER-SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CONTROLLER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
FORTRESS
PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STRAINER
& MILL INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MILL
UPGRADE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STARTER
FOR SAMPLE MOTOR
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC-MILL
PUMP METERING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PVF
- SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LMI
PUMP QTY-2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MOMENTARY
SWITCH FOR HOPPER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
BASKET
STRAINERS QTY-6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PIPING/VALVES/FTTGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
SULFUR SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SULFER
HOPPER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SULFA
TREAT MATERIALS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MOTION
SENSOR
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
WATER
SPHERE QTY-9
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HV-25
MIXERS QTY-3
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STRAINER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STRAINER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
FTTGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PVF
PG UPGRADE TO 64-28MP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
WIRE
MIXERS TANKS 15 & 16
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STEAM
LINE 3/4 INCH
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PVF
PG UPGRADE TO 64-28MP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TRANSFER
LINE-TANKS 11 14 & 17 TO TRUCK LOADING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PUMP-VIKING
N324A QTY-2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL-TANK
19 PUMP & MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
BLOW
DOWN FOR BOILER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
16, 19 PUMPS, STRAINERS, PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
- PG 64-28 UPGRADE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VALVES/FTTGS
FOR TANK 15
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
4
PADS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STRAINERS
QTY-3 MIX TANKS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PVF
FOR TANKS 8 & 9 SLIDE GATE VALVES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MIX
TANKS RECIRCULATION LOOP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
15 MIXER/STRAINER/PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STEAM
TRACING - TANKS 15-19
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
8 & 9 SLAG GATE COVERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
PG UPGRADE TO 64-28MP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
L-1 MIXER & COILS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
6
INCH PIPING JUMPER - TANK 14
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
L-1
STEAM HEADERS/CONVEYOR
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PVF
- L1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HV-25
MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
105948-1
|
|
MIXERS
& COILS - TANK L1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MOTORIZED
VALVE ON HOT WATER TANK
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HATCH
& COVER L-1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STEAM
LINE FOR L-1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
100
HORSE PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CONSTRUCTION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ODOR
VENT LINES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PRESSURE
BLOWER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MISTFIX
H2S MIST ELIMINATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
H2S
MIST ELIMINATOR EXHAUST
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CONSTRUCTION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CAPITALIZED
INTEREST
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
PVF
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
25%
DOWN FOR 3 TRUCK SCALES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
PIPE SUPPORTS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RADAR
GAUGES TANK #1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RADAR
GAUGES TANK #2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RADAR
GAUGES TANK #3
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RADAR
GAUGES TANK #4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RADAR
GAUGES TANK #5
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
RADAR
GAUGES TANK #6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TEMP
GAUGES TANKS W1 W2 L4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
PIPING TANK 1 - 6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CONTROL
PANELS TANKS 1-6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
BATCHING
METER EMULSION SOLUTION BATCHING SYSTEM
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SOAP
BATCHING METER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HV-3
MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
106017-1
|
|
HV-3
MIXER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
106017-2
|
|
PUMP
TANK W2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PUMP-TANK
W1
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
- LEVEL GAUGES TANKS 1-6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STRAINER
- EMULSION RE-MILL PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SOAP
BATCHING METER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
HEAT
TRACE - EMULSION PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VFD
FOR EMULSION PUMPS-2
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
- EMULSION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PUMP-TANK
L3
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
L4 CONSERVATION BREATHER VENT
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Pump
& Piping for six emulsion tanks
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Tanks
W1 & W2 Piping
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SKIDS
- MIST ELIMINATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
ADDITION DESIGN
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
L4 GAUGE
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
REMILL PUMP VIKING QS124A
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
LABELS FOR EQUIP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL-W2
PUMP INSTALL
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL-W1
PUMP INSTALL
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL-INSTALL
W1 & W2 MIXERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL-INSTALL
W1 & W2 RADAR GAUGES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL-INSTALL
RADAR GAUGES TANKS 1-6
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
THERMOMETERS
- TANKS W1,W2 & L4
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
VFD
FOR EMULSION PUMPS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ACTUATED
VALVES-CHEM BATCHING CONTROLS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ABOVE
GROUND SCALES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
STRAINERS
FOR CHEMICAL PUMPS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
Mill
& Remill Piping and Pump Installation
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
4"
actuated valve for new emulsion load rack
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
LOADING RACK (GOLDLINE)
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LOAD
RACK SELF LEVELING STAIRS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
MILL
& REMILL AREA
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
AC
& EMULSION LOADING ARMS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
PIPING INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LOAD
RACK LIGHTS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SOAP
BATCHING PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CHEMICAL
PIPING-BATCH & BULK
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TEMPERATURE
GAUGES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SOAP
BATCHING SYSTEM ELECTRICAL
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
LOADOUT METER
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EXCAVATE
LOAD RACK SUPPORT FOUNDATIONS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PIPING
INSTRUMENTATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LATEX
PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRICAL
PANEL WIRING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
FARM LIGHTING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
PIPING
CROSSOVERS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
AC
LOAD RACK PIPE, VALVES & FITTINGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
EMULSION
LOAD RACK PIPE, VALVES & FITTINGS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
AIR
LINE INSTALL & PIPE DEMO
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
INSULATION
MATLS SOAP BATCH PIPING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CHEMICAL
PIPE INSULATION
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CHEMICAL
PIPE HEAT TRACING
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
L3 PUMP
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
LOAD
RACK FOUNDATION & STRUCTURES
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
L4 PUMPS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
ELECTRIC
WORK
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
AC
RACK CONTROLS TO PUMP #15
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
120V
POWER FOR SOLENOID VALVES FROM MASS METER/TANK #15 LIGHT
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
SAFETY
SIGNS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
TANK
GAUGE OUTPUT CARD
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
CONDUIT
FOR COMMUNICATIONS & VIDEO CAMERAS
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
|
1989
FORD RANGER
|
USA.UT.UT011.WOODS
CROS.40160000
|
1FTCR11A5KUA581
|
|
Bending
Beam Rheometer
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
General
Lab Equipment
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
General
Plant Equipment
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PHYSICA
SMARTPAVE RHEOMETER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Tank
# 325
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Tank
# 201
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Tank
# 202
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Tank
# TC101
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Tank
# TC102
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Tank
# TE-8
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
STEEL
TANK AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
TANKS
- MIST ELIMINATION
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
TANK
INSULATION REPAIR 103, 104, 107, 109, & 206-210
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
Emulsion
Mill
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
MOTOR
CONTROL UNIT HOG BLDG/800AMP FEEDER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
MISC
FTTGS AFE 070210060
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
DEAN
PUMP AFE 070210069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
BREAKER
100AMP AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
TUBING/SNAP
TRACE SYSTEM AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
MISC
FTTGS AFE 100060
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
MISC
ELECTRICAL FTTGS AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
230
LF 3 INCH GAS LINE AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
BURNER
AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
GAS
TURBINE METER 3 INCH AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
INSULATION
AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
HEAT
TRANSFER FLUID AFE 100069
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC
AFE 100060
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC
FOR AMERICAN OIL HEATER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
MIXER
TO-60-L82 TANK 102
|
USA.UT.UT011.WOODS
CROS.40160000
|
105490-1
|
|
REPIPE
SMALL PUMP AFE070210060
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
400
AMP FEEDER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
GAS
TEMP SENSOR AFE070210239
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
OVERHEAD
TROLLEY - OIL HEATER AFE070210239
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
INSULATION
AFE070210239
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
BURNER-OIL
HEATER AFE070210239
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELEC
CABLE TRAY AT WX PLANT AFE070210239
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
FLOW
COMPUTER AFE070210239
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC
HOOKUP TO OIL HEATER & PUMP
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC
- TANK 201 MIXER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ABB
MONITORING AND SCADA SYSTEM
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRICAL
FTTGS-MONITORING SYSTEM
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ABB
MONITORING AND SCADA SYSTEM
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
CONVEYOR
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC-SCADA
SYSTEM
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
UNDERGROUND
DUCT BANK FOR FIBER OPTIC CABLE
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
AFE
070210108 RAIL RACK
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
AFE
070210108 RAIL RACK
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PLATFORM
SAFETY WALKWAY AFE070210108
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
CONSTRUCTION
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PVF
FOR ODOR ABATEMENT
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
SERPENTINE
VENTS 6 INCH - MIST ELIMINATION
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
SERPENTINE
VENTS 4 INCH - MIST ELIMINATION
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PIPE
SUPPORTS
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
H2S
MIST ELIMINATOR
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PIPE
SUPPORTS
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
TANK
NOZZLE 105, 107, 108
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
STANDS
FOR DROP OUT TANKS
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PRESSURE
BLOWER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
SKID
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ODOR
SYSTEM METER
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRICAL-NEW
ODOR SYSTEM
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC-ODOR
UNIT TANKS 107 & 109
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
ELECTRIC-ODOR
UNIT WEST END PMA AREA TANKS
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
PLATFORMS
FOR DROPOUT TANK ACCESS
|
USA.UT.UT011.WOODS
CROS.40160000
|
|
|
General
Lab Equipment
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
General
Plant Equipment
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
SPARE
MP-10S-E EMULSION MILL-WESTERN
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
TNT
TEST MACHINE
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 1
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 10
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 11
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 12
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 13
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 14
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 15
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 16
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 17
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 18
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 28 Caustic
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 20
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 21
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 22
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 24
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 25
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 26
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 27
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 29
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 40
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 42
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 43
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 6
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 7
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 8
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Tank
# 9
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
Emulsion
Mill
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
6
INCH HOMESTEAD #602
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
PIPING
MODIFICATIONS TANK #2
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
HV-3
MIXER TANK #18 AFE 70110133
|
USA.WA.WA063.SPOKANE.41130000
|
105476-3
|
|
HV-10
MIXER TANK #8 AFE 70110133
|
USA.WA.WA063.SPOKANE.41130000
|
105476-4
|
|
HV-3
MIXER TANK #16 AFE 70110133
|
USA.WA.WA063.SPOKANE.41130000
|
105476-1
|
|
HV-3
MIXER TANK #17 AFE 70110133
|
USA.WA.WA063.SPOKANE.41130000
|
105476-2
|
|
POWER
FOR 3 HP TANK MIXERS AFE070110133
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
RAILROAD
SPUR SWITCH REPAIR
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
ELECTRICAL
FOR TANK GAUGES
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
RACK
LIGHTING
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
CATWALKS-FUEL
AREA
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
MILL
REDESIGN
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
MILL
RE-DESIGN PVF
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
ELECTRIC
FOR 150 HP MILL
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
COOLING
SYSTEM PIPING
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
COOLING
TOWER
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
ELEC
CATIONIC & ANIONIC CONTROL/FREQ DRIVE/METERS
|
USA.WA.WA063.SPOKANE.41130000
|
|
|
2007
CHEVROLET SILVERADO
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
2GCEK19J8715631
|
|
2001
FORD F-150
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
1FTRX17W21NB493
|
|
Dynamic
Shear Rheometer
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Dynamic
Shear Rheometer
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
General
Lab Equipment
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
General
Plant Equipment
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 11
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 140
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 150
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 72
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 73
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 74
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 75
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
Tank
# 77
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
TANK
150 NEW SHAFT & BLADES AFE 000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
NEW
BOTTOM FILL TANK #151 AFE070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
TANK
160 INSULATION
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
100033 STEEL STORAGE TANKS 19 FT X 36 FT
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
000100089
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AFE
100033
|
USA.NJ.NJ015.GLOUCESTER.41800000
|
|
|
STEEL
STORAGE TANKS QTY 2 AFE070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
HV-25
MIXER AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
HV-25
MIXER AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
HV-25
MIXER AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
MIXER
AFE 070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
105418-1
|
|
MIXER
AFE 070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
105417-1
|
|
MISC
FTTGS/VALVES/PIPING AFE 000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
PIPE
SUPPORTS AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
MISC
FTTGS
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
MOTOR
CONTROL CENTER AFE 000100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
PROD
LINE TUBING TANKS 150 & 151 AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
AIR
LINE TANK 151 AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
PEDESTALS
FOR SAMPLE CONTAINERS AFE 100033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
CROSSOVER
PLATFORM STAIRWAY TANKS 150 & 151
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
CAPITALIZED
INTEREST
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
HEAT
TRACE
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
REPIPE
SUCTION LINE TANKS 151 & 152 AFE070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
INSULATE
MISC PIPING AFE070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
8
INCH EXTENSIONS TANKS 161 & 170 AFE070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
STRAPPING
CHARTS TANKS 151 & 170
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
FULTON
DUEL FUEL BURNER QTY-3
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
4FT
X 10FT PAD
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
SAFETY
SHOWERS
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
LOADOUT
FAN SYSTEM
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
SULFUR
LINES-TANK #160 & #161
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
INSULATION
AFE070110033
|
USA.NJ.NJ007.GLOUCESTER.41800000
|
|
|
General
Lab Equipment
|
USA.IL.IL143.PEKIN.42290000
|
|
|
General
Plant Equipment
|
USA.IL.IL143.PEKIN.42290000
|
|
|
BOBCAT
LOADER USED 773
|
USA.IL.IL143.PEKIN.42290000
|
|
|
Tank
# 3
|
USA.IL.IL143.PEKIN.42290000
|
|
|
Tank
# 4
|
USA.IL.IL143.PEKIN.42290000
|
|
|
Tank
# 5
|
USA.IL.IL143.PEKIN.42290000
|
|
|
Tank
# 6
|
USA.IL.IL143.PEKIN.42290000
|
|
|
TRUCK
RACK
|
USA.IL.IL143.PEKIN.42290000
|
|
|
TRUCK
SCALE
|
USA.IL.IL143.PEKIN.42290000
|
|
|
VIKING
N335 LOADING PUMP
|
USA.IL.IL143.PEKIN.42290000
|
|
|
N335
VIKING LOADING PUMP
|
USA.IL.IL143.PEKIN.42290000
|
|
|
AFE
000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
AFE
070110183
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
AFE
070110183
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
AFE
000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
AFE
000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
CORR
ASSET HOUCHIN 5467A
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
CORR
ASSET HOUCHIN 5731
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
Truck
Fall Ramp & SCBA's
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MECHANICAL
TRUCK UNLOADING BALLARDS
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MECHANICAL
TRUCK FALL
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MILL
FINISH GRATING
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
40
HP PUMP ON ISLAND TWO AFE 100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MECHANICAL
CROSS-OVERS AFE 100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MECHANICAL
PUMP GUARDS AFE 000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
NELSON
HEAT TRACE AFE 000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MISC
STEEL SERVICE AFE 000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MOTORS-GOULDS
PUMP & TANK MIXER AFE 000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
ROOF
ONLY SHED WITH 6IN X 12IN WALL
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
FIRELINE
PLUMBING WORK AFE 000100031
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
INSTALL
FANS & LIGHTING ON LOAD PLATFORMS
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
CAPITALIZED
INTEREST
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
2
INCH WATER METER
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
TANK
LIGHTS
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
HO
UPGRADE PVF
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
INSULATE
ASPHALT LINE
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MISC
FTTGS
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
HEAT
TRANSFER OIL
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
HEAT
TRANSFER OIL
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
MISC
FTTGS
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
TAX
CREDITS - OFFSET TO ASSET 101763
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
DIESEL
TANKS CONTAINMENT AFE 000100030
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
BARGE
PUMP GOULDS 3405I
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
BARGE
PUMP GOULDS 3405I (spare)
|
USA.OK.OK131.CATOOSA.42880000
|
|
|
1995
FORD F150
|
USA.OK.OK131.CATOOSA.42890000
|
1FTEF15Y8SLB727
|
|
2003
FORD F SUPERCREW
|
USA.OK.OK131.CATOOSA.42890000
|
1FTRW07L03KA654
|
|
BOAT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
FUEL
HOSE AFE 070110030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
EYEWASH
STATIONS AFE 000100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
LAB EQUIPMENT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACE FOR NEW LINES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
STARTER
FOR 8'' PUMP
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRC & LN TO DOCK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
SKID
MOUNTED 3'' ACT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MODEL
520-20. CF-660
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MODEL
520-20 CF661
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MODEL
520-20 CF-662
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
JD
3100 BACKHOE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
JENSEN
550-25 MIXER-TANK 3751
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PUMP
CONTROLS AT LOADING DOCK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MODEL
550-30 CK400
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRIC
HEAT TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HOT
OIL HTR SYS ADON
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACE CABLE INST
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRIC
HEAT TRC-DK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PUMP
REBUILD EXISTING 8''
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HURST
600HP INSTALLATION
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACT CABL INST
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WEIGHTRONIX
SCALE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CATHODIC
PROT SYST
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
VIKING
MDL R335-ASPLT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CATOOSA
MC BLENDER PROJ
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACT CABL&FIT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
LAKESIDE
BOILER WATER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACT CABL&FIT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
VIKING
MODEL R-335
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
8''
VIKING OS-224A DIESEL PUMP TK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELEC
HT TRC-PUMP HSE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACT CARL INST
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
3
MIXERS 150-HT-25
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRIC
HEAT TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
NEW HT TRC
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEATEC
HCT-600HEATER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEATEC-600
HEATER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HURST
500HP WETBACK STEAM BOILER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ASPHALT
BLENDING UNIT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
AIR
COMPRESSOR MODEL P185WJD MAKE I-R
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
PIPE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
12
HOT TAPS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPELINE
INSULATION
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPELINE
INSULATION
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HOT
OIL HEATER LINES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
12
LN TK8001-TK6002
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPELINE
INSUL & HT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CABLE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ANODE
BED
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPE
FITTINGS FOR INSULATON
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSULATE
1500'' PIPE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSULATE
150 U PIPING
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
LINE
TO HOLDING TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
REPLACE
ANODE BED
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
REPLACE
ANODE BED
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Design
Services
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Design
at Catoosa Terminal
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPE,
VALVES, HEAT TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
50
Volt Amp Rectifier
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Blue
Vinyl Tape
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Tank
# 301
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
REFINED
PRODUCT TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
500
BBL TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
500
BBL TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
500
881-TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
FLOATING
ROOF SEAL
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
TANK
PAD CONSTRUCT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
3''
FIN TUSES-NEW TK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
BRIDGES
& DOLPHINS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
LABOR
& MATERIALS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ADD
TRANSFER SWITCH
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRIC
SUPPLIES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
LABEL,
HEAT TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WELDER
& HELPER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CRANE
WORK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WELDING
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSULATE
TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
LAID
OUT ANODE BEDS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WELDER
& HELPER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WELDER
& HELPER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Construction
Labor
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Labor
and Materials on Storage Tank
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Construction
Labor
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
5 TRUCK FALL LOADING RACKS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MOVE
WELCOME TANK TO PAD & ADD PLATFORM TO TOP
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
GOLDLINE
SAFEWALK RAMP (5)
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
FANS
(5) FOR TRUCK FALL PLATFORMS AFE 070110030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CONCRETE
CONTAINMENT FOR 3 TANKS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRONIC
INDICATING GROUND ASSY AFE 000100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
SAFEWALK
SELF-LEVELING STAIRS W/ PLATFORM AFE 100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
FTTGS/PIPING AFE 100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
NELSON
HEAT TRACE AFE 000100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
SAFETY
CROSSOVERS & RELATED AFE 000100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WIRE
LOAD RACK TO NEW GROUND CLAMP SYSTEMS AFE 100030
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
RAILCAR
UNLOADING PLATFORM
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
PIPING/FTTGS/VALVES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
10
INCH PIPE .365 S40 STD ERW 155.5FT RAIL UNLOADING
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
FTTGS-RAIL UNLOADING EXPANSION
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
RAIL
SPUR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACE ON HOLDING TANK PUMP
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
STEAM
TRAPS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
STEAM
LINE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
RAIL
LOADOUT STEAM & CONDENSATE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
STEAM
& CONDENSATE RAIL LOADOUT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PRESSURE
GAUGES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PLATFORM
HANDRAIL
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PVF
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PLATFORM
HANDRAIL
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPE
VALVES & FITTINGS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPING
INSULATION
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
THERMOMETERS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
FTTGS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
TAX
CREDITS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MISC
FTTGS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
- RETURN TANK
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
TRUCK
LOADING PLATFM
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
TRUCK
LOADING PLATFORM
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MIXER
- MODEL 520 15
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
FOUNDATION
& PIPING
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WIRE
& INSTALL HEAT TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
ANODE BED
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CABLE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
PIPE
FITTINGS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
RECTIFIER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
SUPPLIES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
BALL
SEAT
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CONSTRUCTION
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
HEAT TRACE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
MATERIALS & LABOR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
MATERIALS & LABOR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
MATERIALS & LABOR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
MATERIALS & LABOR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
MATERIALS & LABOR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
MATERIALS & LABOR
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
ELECTRICAL
SUPPLIES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSULATE
LINE TO PUMP HOUSE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
NELSON
HEAT TRACE PRODUCTS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
LABOR
& INSULATION MATERIALS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
SOFT START
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
MIXER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
DEVELOP
SECURITY PLAN
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
PUMP
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
FLANGE
& PIPE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WELDING
SUPPLIES
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
WELDER
& HELPER
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSTALL
WINCH
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
HEAT
TRACE CIRCUITS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
CONTAINMENT
BOOM
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
SCANNING
SYSTEM
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
STEAM
TRAPS
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
INSULATE
48'' PIPE
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Electrical
Labor & Material
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Service
Labor Kit
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Rebuilt
Pump Port 33
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Heat
Trace Installation
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Construction
Labor
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Electrical
Equipment
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Cable
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
Pump
and Filters
|
USA.OK.OK131.CATOOSA.42890000
|
|
|
2008
WINDROW BASE MACHINE
|
USA.UT.UT011.SALT
LAKE.07010000
|
|
|
1995
FORD F-150
|
USA.NE.NE079.GRAND
ISLA.42930000
|
1FTEF15N5SNB672
|
|
OFFICE
TRAILER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
GEAR
SHED WITH ELECTRICAL EQUIP
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
WATER
MAIN
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
EXCAVATION/SAND BORROW
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ACCESS
ROAD FOR NEW TANK SETUP
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ROADWAY,
RAMP & RETENTION POND
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
General
Plant Equipment
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LAB
EQUIP - OVEN PYRO
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ROLLING
THIN FILM OVEN/DRY AIR SYSTEM AFE 070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LAB
EQUIP-TOP LOAD & GRAVITY OVEN
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
RHEOMETER/LAB
EQUIP AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
IC
LIFT TRUCK
|
USA.NE.NE079.GRAND
ISLA.42930000
|
H177B59963C
|
|
VACUUM
DEGASSING OVEN
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
BOBCAT
2007 MODEL 5205
|
USA.NE.NE079.GRAND
ISLA.42930000
|
530513998
|
|
LAB
EQUIP FOR EMULSION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
500
ML GRADUATED CYLINDER (LAB EQUIP)
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
OAKTON
INSTRUMENTS-LAB EQUIP FOR EMULSION TESTING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LAB
EQUIP FOR MANUFACTURING QC TESTING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
VISCOMETER
BATH OIL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
SAYBOLT
VISCOMETER BATH
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
CLEANING/PAINTING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
SURGE
TANK & BLOWDOWN SEPARATOR
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
FOR ODOR ABATEMENT
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PRODUCT
TANK 60000 GAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PRODUCT
TANK 30000 GAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
AC
TANK 10000 GAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
WATER
TANK 24000 GAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CATIONIC
SOLUTION TANK #500
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CATIONIC
SOLUTION TANK #501
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
#320 NaOH EMULSIFIER TNK 238 BBL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
#502 ANIONIC SOLUTION TNK 357 BBL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Insulate
Tank 7
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Insulate
Tanks 402, 403, 410-413
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Insulate
Tanks 422 & 423
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Insulate
Tank 320
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
INSULATE
TANK 8
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ACID
SCRUBBER TANK HDPE 150 GAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
6
Mixers
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
6
Radar Gauges
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
2
Asphalt Pumps
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
40hp
Asphalt Pump
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Loading
Rack
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Piping
and Insulation
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Rail
Loading/Unloading
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MIXER
& STEAM PARTS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MIXER
& STEAM PARTS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MECH
CONTRACTOR AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PUMP
& PUMP REPAIR KIT AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CONSTRUCTION
CHRGS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
METERS
& CONTROLLERS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
AC
PUMPS & CONTROLS AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
DOUBLE
TRACE PIPE/FTTGS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
HV-3
MIXERS QTY-3
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105509-1
105509
|
|
DIAPHRAGMS
QTY-3 AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
246542/543/544
|
|
PIPING
INSULATION AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
VIKING
PUMP AFE 70110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PLANT
CONSTRUCTION AFE 100135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
FILTERS
QTY 300 AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
330
GAL IBC HEAT TRANSFER FLUID QTY 5AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
INSULATE
PIPING/PIPE REACTION AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PIPING
OF LOAD LINE AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ELECTRICAL
AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STEAM
TRAPS QTY-12 AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
SEIFER
MILL (BTI ACQ)
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CIRCULATING
PUMP (BTI ACQ)
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
IP
COMPRESSOR (BTI ACQ)
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
THERMON
ST-2 SNAP TRACE AFE070110135
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
IMPELLER
PARTS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ASPHALT
PLANT EQUIPMENT WIRING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
RAILSIDE
PIPING UPGRADE
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
FEEDWATER
PUMPS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MP-10S-E
COLLOID MILL W/ ELECTRONIC OILER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PUMPS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STEAM
TRACE & INSULATE PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
SUPPORTS
FOR MIXERS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOADING
ARM / CATWALK
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STRAINER
LINE
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CORRECT
CAPITAL REBILLS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
WIRE
MOTORS & INSTALL PLASMA CUTTER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
RAILSIDE
PIPING UPGRADE
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PVF
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PIPING
INSULATION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CAPITALIZED
INTEREST ADJUST
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TAX
ON SAFETY HARNESS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
BASKET
STRAINER - EATON 6 INCH MODEL 72 SIMPLEX
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
SKIDS
FOR ODOR ABATEMENT
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
H2S
MIST ELIMINATOR
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PVF
FOR MIST ELIMINATION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
POLUTION
CONTROL PRESSURE BLOWER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PRESSURE
BLOWER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MIST
FIX ELIMINATOR INSERTION QTY-3
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ODOR
SYSTEM CONCRETE/STRUCTURAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
FTTGS
& MISC FOR ODOR FILTER SKIDS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ELECTRIC-VAPOR
RECOVERY FAN
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
VIKING
PUMPS QTY - 4
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
COOLING
TOWER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
HOT
WATER EXCHANGER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MISC
PIPING/VALVES/FTTGS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
HV-25
MIXER - TANK #8
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-2
|
|
HV-25
MIXER - TANK #8
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-3
|
|
HV-5
MIXER TANK #411
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-12
|
|
HV-5
TANK #412
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-13
|
|
HV-5
MIXER TANK #413
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-14
|
|
HV-5
MIXER TANK # 402
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-15
|
|
HV-5
MIXER TANK #403
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-16
|
|
SUPPORTS
- TANK COILS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PUMPS
HORIZ CNTRFGL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
HEAT
EXCHANGERS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TRUCK
SCALES
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STRAHMAN
SV-700 SAMPLE VALVE TANKS 7 & 8
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STATIC
MIXER FOR EMULSION PLANT
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STATIC
MIXERS - AC LOADING QTY-2
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
FREIGHT-PUMPS
FROM MOREHEAD CITY
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
HV-7.5
MIXER FOR TANK #420
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-18
|
|
HV-7.5
MIXER FOR TANK #421
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-19
|
|
SCALES
FOUNDATIONS QTY-3
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PIPE
RACK PIERS IN SCALES AREA
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOAD
RACK / SWIVELS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MECHANICAL-ASPHALT
BLEND&LOAD
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
501 HVM-1.5 MIXER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
105987-5
|
|
RETROFIT
PARTS CHEMICAL PUMPS @ EMULSION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOADOUT
PUMP
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ELECTRICAL
SERVICE-ENTRANCE
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOADOUT
PIPE & PUMP FOUNDATION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
EMULSION
PUMP
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOAD
RACK PIPING PVF
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOAD
OUT PIPING PVF
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
FLANGES
- TANK 7
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
8 FLANGE
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
EMULSION
PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOAD
RACK AUTO SAMPLERS (2)
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STRAHMAN
SV-700 SAMPLING VALVE QTY-2 TANKS 7&8
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
RECEIVING/STORAGE
PVF
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
PRESSURE
GAUGES/THERMOMETERS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
MILL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
RADAR
GAUGES
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Heat
Trace Materials-LOAD OUT PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Heat
Trace Materials-RECEIVING PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
Retrofit
Parts for Chemical Pumps
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
BLENDING
& LOADING INSTALL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ELECTRICAL
L & M - EMULSION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
ELECTRICAL
L & M - ASPHALT
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
LOAD
OUT PUMPS (2) VIKING N324A
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
EMULSION
CONTROL SYSTEM-ELECTRICAL
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
CABLE
TRAY FROM LUBBOCK
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
WATER
MAIN RELOCATION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
TANK
#7 PIPING, HOT OIL AND TRACER TREE PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
STEAM
TRAPS & STRAINERS-STEAM EXCHANGER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
|
SAFETY
SHOWERS EMULSION AREA
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
TRANSFER
OIL FOR TANK #7 COILS & MAIN HEADER PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
4
IN INSULATION HOS & HOR LINES TO TANK #7
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
PIPING
INSULATION-TANK #7 HOT OIL LINES
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
OPERATOR
SCALE SHACK FOR NEW TRUCK LOADING RACK
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
HEAT
TAPE FOR PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
THERMAL
OIL FOR EMULSION PLT PIPING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH TRUCK LOADING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH AC MFG
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH AC MFG
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH AC MFG
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH TRUCK UNLOADING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH TRUCK LOADING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH TRUCK LOADING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
BASKET
STRAINER #150 6 INCH TRUCK LOADING
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
PIPING
INSULATION
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
VFDs
WITH BRANCH FEEDERS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
MCC
BUCKET-TANK 320 MIXER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
HV-2
MIXER TANK 422
|
USA.NE.NE079.GRAND
ISLA.42930000
|
106145-1
|
HV-2
MIXER TANK 423
|
USA.NE.NE079.GRAND
ISLA.42930000
|
106145-2
|
TANK
320 MIXER
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
CATWALKS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
LIGHTS/LOAD
OUT CONTROLS
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
ELECTRIC-TANK
MONITORING DISPLAY SYSTEM
|
USA.NE.NE079.GRAND
ISLA.42930000
|
|
1996
FORD F-150
|
USA.KS.KS079.HALSTEAD.42940000
|
1FTEF15N3TLB113
|
BTI
ACQ MISC EQUIP
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SAFETY
EQUIPMENT
|
USA.KS.KS079.HALSTEAD.42940000
|
|
DAEWOO
FORKLIFT
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SYSTEM
ASPHALT DHP AR2000
|
USA.KS.KS079.HALSTEAD.42940000
|
|
AIR
SYSTEMS AIR CART/AIR CYLINDER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
RHEOMETER
UNIT AR2000EX
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SKID
STEER LOADER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
CONCRETE
WALL 10 INCH AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
CONCRETE
PAD FOR VAPOR TANK
|
USA.KS.KS079.HALSTEAD.42940000
|
|
AFE
100090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
AFE
000100090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MISC
CONSTRUCTION CHRGS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
AIR
PERMIT
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MIXERS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MIXERS
HV-25 GROUP 1 OF 5
|
USA.KS.KS079.HALSTEAD.42940000
|
|
FOUNDATIONS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
HEATERS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PROFESSIONAL
SERVICES
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MIXERS
HV-25 GROUP 1 OF 5
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MISC
CONSTRUCTION MATERIALS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MISC
VALVES FTTGS PIPING
|
USA.KS.KS079.HALSTEAD.42940000
|
|
NEW
PLANT CONSTRUCTION
|
USA.KS.KS079.HALSTEAD.42940000
|
|
CAPITALIZED
INTEREST
|
USA.KS.KS079.HALSTEAD.42940000
|
|
HV-25
MIXERS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SENSORS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MIXER
TANK #12
|
USA.KS.KS079.HALSTEAD.42940000
|
105488-15
|
MECHANICAL
|
USA.KS.KS079.HALSTEAD.42940000
|
|
EXCHANGER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PNEUMATIC
BLOWER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PNEUMATIC
AIR LOCK
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PNEUMATIC
AIR LOCK
|
USA.KS.KS079.HALSTEAD.42940000
|
|
POLYMER
SILO-FRIESEN
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MONTGOMERY
HOG MODEL 27PM-KC AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
TA
BELT CONVEYOR AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PIPE
TUNNELS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
RAILROAD
SIDING AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MIXERS
QTY 2
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SIMPLEX
STRAINERS 8 INCH 150# QTY 10 AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MAJOR
EQUIP AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PUMPS
QTY-2 AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
STRAINERS
QTY-6
|
USA.KS.KS079.HALSTEAD.42940000
|
|
GOLDLINE
PIPE BRIDGE TRUSS AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
DELTA
V
|
USA.KS.KS079.HALSTEAD.42940000
|
|
TANK
VFDS AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
TANK
VFDS AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
FOUNDATION
(SCALE) AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
WIRING
/ CABLE TRAY
|
USA.KS.KS079.HALSTEAD.42940000
|
|
VFD
TANK 14 PUMPS A & B AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SCALES
AFE070110090
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MODEL
6 LVMCC PMAC MCC
|
USA.KS.KS079.HALSTEAD.42940000
|
|
HEAT
TRANSFER FLUID
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MODEL
6 LVMCC TANK FARM PARTIAL BILL
|
USA.KS.KS079.HALSTEAD.42940000
|
|
CONVEYORS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PIPING
INSULATION
|
USA.KS.KS079.HALSTEAD.42940000
|
|
ODORFILTER
SYSTEM
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SENSORS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
FURNACE
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SULFUR
SKID
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MISC
PIPING/FTTGS/VALVES
|
USA.KS.KS079.HALSTEAD.42940000
|
|
HEAT
TRACING
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PIPE
INSULATION
|
USA.KS.KS079.HALSTEAD.42940000
|
|
TRUCK
SCALE CABLE
|
USA.KS.KS079.HALSTEAD.42940000
|
|
HEAT
TRANSFER FLUID
|
USA.KS.KS079.HALSTEAD.42940000
|
|
GAS
REGULATORS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
BASKET
STRAINERS QTY-4
|
USA.KS.KS079.HALSTEAD.42940000
|
|
LOCKER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
STATIC
MIXER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
LOAD
RACK DOWN SPOUT
|
USA.KS.KS079.HALSTEAD.42940000
|
|
CONSTRUCTION
MATERIALS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
STEAM
TRAPS QTY-5
|
USA.KS.KS079.HALSTEAD.42940000
|
|
LIGHTING
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PIPING
CONSTRUCTION
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SIDE-MOUNT
MIXER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
ACID
PUMP
|
USA.KS.KS079.HALSTEAD.42940000
|
|
GRINDER
|
USA.KS.KS079.HALSTEAD.42940000
|
|
LIFELINE
CABLE/SCOTT SKA-PAK
|
USA.KS.KS079.HALSTEAD.42940000
|
|
ELECTRICAL
INSTALL
|
USA.KS.KS079.HALSTEAD.42940000
|
|
CHEMICAL
FEED PUMPS W PVF & SAMLE COOLERS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
REGULATOR
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PLATFORM
EXTENSIONS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
AUTO
SAMPLE PLATFORM
|
USA.KS.KS079.HALSTEAD.42940000
|
|
SCALE
CAT WALKS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
DRIVE
ENCLOSURES
|
USA.KS.KS079.HALSTEAD.42940000
|
|
THERMOMETERS
MODEL 3430F 6INCH
|
USA.KS.KS079.HALSTEAD.42940000
|
|
FACILITY
RESPONSE PLAN
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PIPE
BRIDGE GASKETS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
HEAT
TRACING
|
USA.KS.KS079.HALSTEAD.42940000
|
|
FUME
BOOSTER FAN @ TRUCK LOADING RACK
|
USA.KS.KS079.HALSTEAD.42940000
|
|
VAPOR
RECOVERY VENTS/FILTERS
|
USA.KS.KS079.HALSTEAD.42940000
|
|
PVF
FOR VAPOR RECOVERY
|
USA.KS.KS079.HALSTEAD.42940000
|
|
MODIFY
FUME COLLECTION SYSTEM AC TANK FARM
|
USA.KS.KS079.HALSTEAD.42940000
|
|
AFE070110700/FREIGHT
|
USA.KS.KS079.HALSTEAD.42940000
|
|
1995
PICKUP
|
USA.MI.MI017.BAY
CITY.43290000
|
1GCEK14H5SE2052
|
2008
CHEV SILVERADO EXT CAB 4X4
|
USA.MI.MI017.ESSEXVILLE.43290000
|
1GCEK19J68Z1961
|
COMPUTER
DON FORNIER
|
USA.MI.MI017.BAY
CITY.43290000
|
|
FX-890
IMPACT PRINTER
|
USA.MI.MI017.BAY
CITY.43290000
|
E8BY253179
|
LASERJET
PRINTER
|
USA.MI.MI017.BAY
CITY.43290000
|
CNBK251838
|
HP
LASER JET P2015 PRINTER SN#CNB1R24023 (CAROL?S)
|
USA.MI.MI017.BAY
CITY.43290000
|
CNB1R24023
|
HP
OFFICE JET PRO K5400 PRINTER SN#MY71T180J2 (DON?S)
|
USA.MI.MI017.BAY
CITY.43290000
|
MY71T180J2
|
3
COMPUTERS
|
USA.MI.MI017.BAY
CITY.43290000
|
|
4
DESKS
|
USA.MI.MI017.BAY
CITY.43290000
|
|
6
OFFICE CHAIRS
|
USA.MI.MI017.BAY
CITY.43290000
|
|
3
LATERAL FILING CABINETS
|
USA.MI.MI017.BAY
CITY.43290000
|
|
1
STORAGE CABINET
|
USA.MI.MI017.BAY
CITY.43290000
|
|
1
TABLE
|
USA.MI.MI017.BAY
CITY.43290000
|
|
5
CISCO IP PHONES
|
USA.MI.MI017.BAY
CITY.43290000
|
|
ZERO
TURN MOWER
|
USA.MI.MI017.BAY
CITY.43290000
|
|
WELDER
|
USA.MI.MI017.BAY
CITY.43290000
|
|
UPRIGHT
AIR COMPRESSOR
|
USA.MI.MI017.BAY
CITY.43290000
|
|
FORK
TRUCK
|
USA.MI.MI017.BAY
CITY.43290000
|
|
AIR
COMPRESSOR (WORTHINGTON) ON TRAILER
|
USA.MI.MI017.BAY
CITY.43290000
|
|
FORD
TRACTOR WITH 5FT MOWING DECK
|
USA.MI.MI017.ESSEXVILLE.43290000
|
|
CATHODIC
PROTECTION
|
USA.MI.MI017.BAY
CITY.43290000
|
|
LOADING
RACK 4 INCH ARM/PLATFORM/SHED/METER
|
USA.MI.MI017.BAY
CITY.43290000
|
|
CATHODIC
PROTECTION
|
USA.MI.MI017.ESSEXVILLE.43290000
|
|
PUMP-CENTRIFUGAL
30HP ELEC MOTOR
|
USA.MI.MI017.ESSEXVILLE.43290000
|
|
FORD
PICKUP 2000
|
USA.MO.MO510.ST
LOUIS.43310000
|
1FTPF17L6YKA334
|
COMPUTER
- CYNTHIA BIANCHI
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
COMPUTER
- DARRYL DARNELL
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
HP
LJ 3055 QTY-2 / HP LJ 3050
|
USA.MO.MO510.ST
LOUIS.43310000
|
SCNBJ295565/295
|
STRUCTURED
CABLING
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
S250
BOBCAT
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
MOBILE
AIR COMPRESSOR
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
POLARIS
RANGER 2006
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
TANKS
FOR ODOR ABATEMENT
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
PRODUCT
PIPING
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
PRODUCT
LOADLOUT
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
ELECTRICAL
SYSTEM
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
SCALE
70FT X 11FT/HO HEATER/PIPING/RACK
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
SKIDS
FOR ODOR ABATEMENT
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
H2S
MIST ELIMINATOR
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
PVF
FOR H2S MIST ELIMINATION
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
PRESSURE
BLOWER
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
MIST
FIX ELIMINATOR INSERTION
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
PUMP
MAGNETIC DRIVE QTY-2
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
PERMIT
- HS2 REMOVAL SYSTEM
|
USA.MO.MO510.ST
LOUIS.43310000
|
|
COMPUTER
- SHARED
|
USA.TN.TN157.MEMPHIS.43320000
|
|
CISCO
1300 QTY-2 / APC SMARTUPS QTY-2
|
USA.TN.TN157.MEMPHIS.43320000
|
SFTX1118U08H/8U
|
PRINTERS
|
USA.TN.TN157.MEMPHIS.43320000
|
|
AFE070110416/ANTENNA
|
USA.TN.TN157.MEMPHIS.43320000
|
|
COMPUTER
EQUIPMENT
|
USA.TN.TN157.MEMPHIS.43320000
|
|
AFE070110416/PROFESSIONAL
SERVICES
|
USA.TN.TN157.MEMPHIS.43320000
|
|
MINOR
LAB / MAINT EQUIPMENT
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
2-1
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
2-2
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
2-3
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-4
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
2-5
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-6
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-7
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-8
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-9
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-10
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-11
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-12
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-13
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-14
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-15
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-16
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-17
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-18
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-19
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-20
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-21
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-25
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-26
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-27
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-28
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-29
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TANK
1-30
|
USA.TN.TN157.MEMPHIS.43320000
|
|
MCC
UPGRADE
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TRUCK
SCALE 60 TON
|
USA.TN.TN157.MEMPHIS.43320000
|
|
FUEL
OIL PIPING 2 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
AGENT
PIPING 3 INCH, 2 INCH & 1 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
ASPHALT
PIPING 4 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
WATER
PIPING 2 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
EMULSION
PIPING 4 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
EMULSION
PIPING 3 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
FUEL
OIL VALVES 3 INCH 2 INCH & 1 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
AGENT
VALVES 2 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
AGENT
VALVES 3 AND 1 INCH INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
ASPHALT
VALVES
|
USA.TN.TN157.MEMPHIS.43320000
|
|
WATER
VALVES 3 INCH 2 INCH & 1 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
EMULSION
VALVES 4 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
EMULSION
VALVES 3 INCH 2 INCH & 1 INCH
|
USA.TN.TN157.MEMPHIS.43320000
|
|
CAUSTIC
PUMP/BRINE PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
TALL
OIL PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
ANIONIC
SOAP PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
INDULIN
PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
ACID
PUMP $3200/AMINE PUMP $3800
|
USA.TN.TN157.MEMPHIS.43320000
|
|
CATIONIC
SOAP PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
MILL
FEED PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
HOT
WATER TRANSFER PUMP
|
USA.TN.TN157.MEMPHIS.43320000
|
|
HOT
WATER CIRCULATING PUMP $2900/FUEL PUMP $1600
|
USA.TN.TN157.MEMPHIS.43320000
|
|
ANIONIC
& CATIONIC EMULSION LOADING PUMPS
|
USA.TN.TN157.MEMPHIS.43320000
|
|
MAIN
LOADING RACK
|
USA.TN.TN157.MEMPHIS.43320000
|
|
STEEL
WALKWAY
|
USA.TN.TN157.MEMPHIS.43320000
|
|
HOT
WATER HEATER AJAX
|
USA.TN.TN157.MEMPHIS.43320000
|
|
HEAT
EXCHANGER
|
USA.TN.TN157.MEMPHIS.43320000
|
|
PRODUCTION
MILL CHARLOTTE
|
USA.TN.TN157.MEMPHIS.43320000
|
|
GOULDS
PUMP MODEL 3656-M
|
USA.TN.TN157.MEMPHIS.43320000
|
|
COOLING
TOWER
|
USA.TN.TN157.MEMPHIS.43320000
|
|
1999
SILVERADO EXT CAB
|
USA.OH.OH049.COLUMBUS.43330000
|
1GCEC19V9XZ2052
|
2007
SILVERADO 1500 4WD - BILL DYE
|
USA.OH.OH049.COLUMBUS.43330000
|
1GCEK19067Z6345
|
COMPUTER
EQUIPMENT
|
USA.OH.OH049.COLUMBUS.43330000
|
|
LAB
EQUIPMENT
|
USA.OH.OH049.COLUMBUS.43330000
|
|
MINOR
LAB & MAINT EQUIPMENT 1990
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-1 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-3 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-4 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-6 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-7 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-8 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-10 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-11 1981 457 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-21 1981 215 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-22 1983 674 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-23 1983 674 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-27 2003 919 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-28 2003 919 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-29 2003 919 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-30 2003 919 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-31 2003 919 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
1-32 2003 919 BBLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
FUEL
OIL PIPING & VALVES 1 & 2 INCH 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
AGENT
PIPING 2 INCH 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
HEATING
PIPING 3 INCH 1987
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ASPHALT
PIPING 2 INCH 1986
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ASPHALT
PIPING 4 INCH 1986
|
USA.OH.OH049.COLUMBUS.43330000
|
|
WATER
PIPING 2 INCH 1985
|
USA.OH.OH049.COLUMBUS.43330000
|
|
EMULSION
PIPING 6 INCH 2003
|
USA.OH.OH049.COLUMBUS.43330000
|
|
EMULSION
PIPING 4 INCH 1987
|
USA.OH.OH049.COLUMBUS.43330000
|
|
EMULSION
PIPING 3 INCH 1985
|
USA.OH.OH049.COLUMBUS.43330000
|
|
AGENT
VALVES 1 INCH THRU 3 INCH 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
HEATING
VALVES 1 INCH THRU 3 INCH 1987
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ASPHALT
VALVES 1 INCH THRU 6 INCH 1988
|
USA.OH.OH049.COLUMBUS.43330000
|
|
WATER
VALVES
|
USA.OH.OH049.COLUMBUS.43330000
|
|
EMULSION
VALVES 4 INCH 1987
|
USA.OH.OH049.COLUMBUS.43330000
|
|
EMULSION
VALVES 3 INCH 1985
|
USA.OH.OH049.COLUMBUS.43330000
|
|
MAIN
LOADING RACK 2003
|
USA.OH.OH049.COLUMBUS.43330000
|
|
WALKWAY
1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
PRODUCTION
MILL DALWORTH CM18 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
HOT
WATER HEATER AJAX
|
USA.OH.OH049.COLUMBUS.43330000
|
52947
|
TRUCK
SCALE 60 TON THURMAN 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TRUCK
LOADING PUMPS #24 & #25 1987 QTY-2
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TALL
OIL PUMP 1981 $1394 / CAUSTIC PUMP 1981 $2090
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ANIONIC
SOAP PUMP #7 2005
|
USA.OH.OH049.COLUMBUS.43330000
|
|
OIL
PUMPS #3 & #4 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ANIONIC
SOAP PUMP #6 2005
|
USA.OH.OH049.COLUMBUS.43330000
|
|
AC
TO FEED MILL PUMP 1990
|
USA.OH.OH049.COLUMBUS.43330000
|
|
FEED
WATER PUMP SYSTEM 2005 / HOT WATER PUMP 1981
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ASPHALT
TO DAY TANKS LINES/PUMP TIE-INS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
HVM-2
MIXER TANK #6
|
USA.OH.OH049.COLUMBUS.43330000
|
105983-2
|
HVM-2
MIXER TANK #8
|
USA.OH.OH049.COLUMBUS.43330000
|
105983-3
|
HV-2
MIXER TANK #28
|
USA.OH.OH049.COLUMBUS.43330000
|
105983-3
|
HV-2
MIXER TANK #31
|
USA.OH.OH049.COLUMBUS.43330000
|
105983-4
|
HVM-2
MIXER TANK #7
|
USA.OH.OH049.COLUMBUS.43330000
|
105983-1
|
HEAT
TRACE CONTROL BOX & WIRING
|
USA.OH.OH049.COLUMBUS.43330000
|
|
ELECTRIC
CONTROLS FOR MIXERS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
NORTH
PUMP CONTROLS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TANK
FARM MIXING MOTOR FEEDS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
TRANSFORMER
PARTS
|
USA.OH.OH049.COLUMBUS.43330000
|
|
EMULSION
PROCESS BLDG
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
SITE
DEVELOPMENT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
STONE
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
STORMWATER
POND
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
TANK
#7
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
AC
200/300 TANK #8 50K BBL
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
TANK
CLEANING
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION
TANK #402 50000 GAL VERT 14FT X 43 FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION
TANK #410 50000 GAL VERT 14FT X 43 FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION
TANK #411 50000 GAL VERT 14FT X 43 FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION
TANK #412 50000 GAL VERT 14FT X 43 FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION
TANK #413 50000 GAL VERT 14FT X 43 FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION
CHEMICAL TANK FARM PAD/CONTAINMENT WALL
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSIFIER
TANK #320 NaOH 10000 GAL VERT 10FT X 18FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
FUEL
OIL TANK #300 30000 GAL VERT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
SOLUTION
(ANIONIC) TANK #502 15000 GAL VERT 12FT X 18FT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
COILS
TANK #7
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
COILS
TANK #8
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
6500
GAL ACID TANK
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
SET
POLY TANK
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
CONSTRUCTION
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
HO
HEAT LINES EXT TO TANKS 3-6
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PIPE
SUPPORTS
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
CAPITALIZED
INTEREST
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MISC
PIPING/VALVES/FTTGS
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MILL
DEPOSIT
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
EMULSION/CHEMICAL
PVF
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
CHEMICAL
BATCH METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
SOLUTION
MILL METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
ADDITIVE
MILL METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
FUEL
OIL MILL METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
AC
MILL METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PMAC
MILL METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
AC
METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
AC
METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PMAC
METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PMAC
METER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
ULTRASONIC
LEVEL INDICATOR
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANKS 500 & 501
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANK 502
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANK 301
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANK 311
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
HV-5
MIXER TANK 410
|
USA.NE.NE079.GRAND
ISLA.43340000
|
105987-11
|
MIXER
TANK 321
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANK 401
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANK 320
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
LOAD
RACK CANOPY FOUNDATION
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXER
TANK 7
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MIXERS
TANK 8 QTY-2
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PIPE
SUPPORTS-HO COILS IN EMULSION TANKS
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
VIKING
PUMP 7.5 HP MOTOR
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
VIKING
PUMP WITH 1 HP MOTOR
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PUMP
G&L SSH
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
VIKING
QS224A PUMP WITH TECO 30 HP
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
VIKING
N-324A PUMP WITH TECO 40HP
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
VIKING
N-324A PUMP WITH TECO 40 HP
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
INSULATE
HO PIPING
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
WATER
VALVE
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MOTOR
CONTROL CENTER
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
MECHANICAL-EMULSION
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
PIPE
RACK
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
GOLDLINE
LOADING RACK/SAFE WALK BRIDGE
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
GOLDLINE
SALF-WALK BRIDGE
|
USA.NE.NE079.GRAND
ISLA.43340000
|
|
2003
CHEV SILVERADO 1500
|
USA.NC.NC031.MOREHDCTY.43410000
|
1GCEK19T73E1139
|
Mako
Fishing Boat 1989 20 FT
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Storage
Trailer 1992
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Misc
Computer Equipment
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Misc
Plant Equipment
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Toyota
Forklift Truck 5000# 2005
|
USA.NC.NC031.MOREHDCTY.43410000
|
79486
|
Toyota
Forklift Truck 5000# 2005
|
USA.NC.NC031.MOREHDCTY.43410000
|
79484
|
Clark
Forklift Truck 4000# 1992
|
USA.NC.NC031.MOREHDCTY.43410000
|
651-0691-9462
|
Compressed
Air System 2006
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Misc
Spare Machine Parts/Motors
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Misc
Lab Equipment
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
TANK
16 AC ADDITIVE SET UP
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
TANK
18 & 19 INTO COMMON DAY SERVICE
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
TANK
#16 FLOOR
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Condensate
Tank 8ft x 6ft / two pumps 2006
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Blowdown
water holding tank/one pump 1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Fuel
Oil Tank #T9 Horiz 22000 gal 1977
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Cutter
Stock Oil Tank #5A Vert 5138 gal
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Fuel
Oil Tank #T25 Horiz 22000 gal 1977
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Fuel
Oil Tank #T8 Vert 11130 gal
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T4 Vert 48ft 1in Dia X 31ft 1in Tall 1950
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T6 Vert 15ft 11in Dia X 19ft 5in Tall 1950
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T7 Vert 15ft 11in Dia X 19ft 5in Tall 1950
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T10 Vert 25ft 10in Dia X 23ft 9in Tall 1950
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T15 Vert 10ft 6in Dia X 33ft 10in Tall 1950
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T16 Vert 10ft Dia X 33ft 11in Tall 1950
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T33 Vert 10ft 6in Dia X 34ft 7in Tall 1970
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T34 Vert 12ft 2in Dia X 31ft 7in Tall 1970
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T35 Vert 12ft 6in Dia X 33ft 3in Tall 1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T24 Vert 35ft Dia X 33ft 3in Tall 1954
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Asphalt
Tank #T36 Vert 19ft 11 in Dia X 32ft 9in Tall 2007
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Knock
Out Tank 12 ft Dia x 15 ft Tall 2007
|
USA.NC.NC031.MOREHDCTY.43410000
|
07415S/H
|
Water
Storage Tank 9ft Dia x 12 ft Tall 1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
ADDITIVE
PUMP ELECTRIC
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
400
FT 1 INCH PRODUCT LINE TO LOAD AREAS #16 TANK
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
LOADING
RACK METER
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Ship
Unloading Pipeline 12in dia with Supports 2005
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Process
Piping & Valves - Tank Area
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Cleaver
Brooks Steam System 1968 (Boiler)
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Sulfer-in-Oil
Analyzer 2005
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Dock
Watch Trailer-mounted Control room 1991
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Incinerator
System 1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Preheater
1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
American
Heating Preheater 1997
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Truck
Loading Racks 1975
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Positive
Displacement Pumps 25hp 1989
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Converter
/ Oxidizer 1977
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Converter
/ Oxidizer 1977
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Fuel
Unloading Station 2007
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Positive
Displacement Pumps 1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Fairbanks
Truck Scale 10ft X 60ft 80000 lb 1980
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Misc
Power Feed, Wiring & Electrical 1985
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Misc
Transfer Pumps
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Opacity
Fume Control System
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Minor
Computer Equipment
|
USA.TX.TX139.ENNIS.43420000
|
|
Misc
Shop & Lab Equip & Air Compressors qty-2
|
USA.TX.TX139.ENNIS.43420000
|
|
Skid
Loader & Forklift Truck
|
USA.TX.TX139.ENNIS.43420000
|
|
Knockout
Tank #1
|
USA.TX.TX139.ENNIS.43420000
|
|
Knockout
Tank #2
|
USA.TX.TX139.ENNIS.43420000
|
|
Knockout
Tank #3
|
USA.TX.TX139.ENNIS.43420000
|
|
Storage
Tank - BD Oil
|
USA.TX.TX139.ENNIS.43420000
|
|
Oxidizer
Still #1
|
USA.TX.TX139.ENNIS.43420000
|
|
Oxidizer
Still #2
|
USA.TX.TX139.ENNIS.43420000
|
|
Oxidizer
Still #3
|
USA.TX.TX139.ENNIS.43420000
|
|
Truck
Loading Rack
|
USA.TX.TX139.ENNIS.43420000
|
|
Truck
Scale
|
USA.TX.TX139.ENNIS.43420000
|
|
Blower
#1
|
USA.TX.TX139.ENNIS.43420000
|
|
Blower
#2
|
USA.TX.TX139.ENNIS.43420000
|
|
Blower
#3
|
USA.TX.TX139.ENNIS.43420000
|
|
Steam
Condenser
|
USA.TX.TX139.ENNIS.43420000
|
|
Fiber
Bed Filter System
|
USA.TX.TX139.ENNIS.43420000
|
|
Oil/Water
Separator
|
USA.TX.TX139.ENNIS.43420000
|
|
Instrumentation
|
USA.TX.TX139.ENNIS.43420000
|
|
#401-402
Circulation Pump West Pump R/H 4 Inch
|
USA.TX.TX139.ENNIS.43420000
|
|
Schedule
1.01(c)
Excluded
Assets
Asset
Description
|
Location
|
Serial
Number
|
1973
OR 1978 ETNYRE TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
K2614K9194
|
1978
TRAILMOBILE TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
S41297
|
1978
TRAILMOBILE TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
S41298
|
1977
TRAILMOBILE TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
P40916
|
1977
TRAILMOBILE TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
T431S40054
|
1975
ETNYRE TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
D246K9030
|
1973
BUTLER TRAILER
|
USA.TN.TN039.PARSONS.00860000
|
3337225
|
BUILIDNG
MODIFICATIONS FOR EXTRUDER
|
USA.OK.OK143.TULSA.07010000
|
|
MSDS
AUTHORING
|
USA.OK.OK143.TULSA.07010000
|
|
TRAILER
CONTROL
|
USA.UT.UT011.SALT
LAKE.40140000
|
1E9V112063E1110
|
TRAILER
CONTROL
|
USA.UT.UT011.SALT
LAKE.40140000
|
1E9V111332E1111
|
POLAR
TANK TRAILER
|
USA.ID.ID001.BOISE.07250000
|
1PMA14839710302
|
POLAR
TANK TRAILER
|
USA.ID.ID001.BOISE.07250000
|
1PMA14832610302
|
POLAR
TANK TRAILER
|
USA.ID.ID001.BOISE.07250000
|
1PMA14834610302
|
POLAR
TANK TRAILER
|
USA.ID.ID001.BOISE.07250000
|
1PMA14836610302
|
PICKUP
TRAILER 7502
|
USA.WA.WA063.SPOKANE.07280000
|
|
PU
TRAILER C7-100
|
USA.WA.WA063.SPOKANE.07280000
|
|
FREIGHT
- POLAR TANK TRAILER
|
USA.WA.WA063.SPOKANE.07280000
|
|
FREIGHT-POLAR
TANK TRAILER
|
USA.WA.WA063.SPOKANE.07280000
|
|
FREIGHT-POLAR
TANK TRAILER
|
USA.WA.WA063.SPOKANE.07280000
|
|
FREIGHT
- POLAR TANK TRAILER
|
USA.WA.WA063.SPOKANE.07280000
|
|
1978
BEALL TANKER TRAILER
|
USA.WA.WA063.SPOKANE.07280000
|
|
1988
VIM TRAILER
|
USA.MO.MO143.NEW
MADRID.07440000
|
1V9T3423J100109
|
2008
CHEVROLET TRAILBLAZER 4X2
|
USA.OK.OK131.CATOOSA.23500000
|
1GNDS13S7822174
|
1986
FRUEHAUF TANKER TRAILER
|
USA.AR.AR119.LITTLE
ROC.23650000
|
1H4T04222GK0222
|
1992
FRUEHAUF 7000 STEEL ASPHALT Trailer
|
USA.AR.AR119.LITTLE
ROC.23650000
|
|
AFE
100167
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
AFE
100167
|
USA.OK.OK101.MUSKOGEE.23700000
|
|
4
New Trailers
|
USA.NV.NV003.LAS
VEGAS.40150000
|
|
EXTRUDER
PILOT PLANT
|
USA.KS.KS079.HALSTEAD.42940000
|
|
ETNYRE
1975 TANKER TRAILER #10 12000 GAL
|
USA.MI.MI017.ESSEXVILLE.43290000
|
K2107K8628
|
ETNYRE
1977 TANKER TRAILER #46 12000 GAL
|
USA.MI.MI017.ESSEXVILLE.43290000
|
K2526K9106
|
ETNYRE
1974 TANKER TRAILER #60 12000 GAL
|
USA.MI.MI017.ESSEXVILLE.43290000
|
K2229K8771
|
UTILITY
TRAILER 1980
|
USA.MO.MO510.ST
LOUIS.43310000
|
8L04595005
|
Portable
Storage Trailer 1995
|
USA.NC.NC031.MOREHDCTY.43410000
|
|
Truck
Chevrolet 1500 1988
|
USA.TX.TX139.ENNIS.43420000
|
1GCDC14ZJZ14072
|
Schedule
2.03
Released
Prior Easements - K.C. Asphalt
Denver-C
A part of
Lot 2, Block 1, RO-JO SUBDIVISION, also being a part of the Southwest quarter
of, Section 7, Township 3 South, Range 67 West of the Sixth Principal Meridian,
Adams County, Colorado, more particularly described as follows:
Commencing
at the Northeast corner of the Northwest quarter of the Southwest quarter of
said Section 7;
thence
South 00°03’13” East, 24.86 feet to the boundary of said RO-JO SUBDIVISION;
thence along said boundary South 00°01’51” West, 5.00 feet;
thence
along the Southerly Right-of-way line of 60th Avenue being 30.00 feet Southerly
from and parallel to the North line of the Northwest quarter of the Southwest
quarter, North 89°29’10” East, 572.86 feet;
thence
along said boundary South 00°01’00” West, 350.00 feet; thence continuing along
said boundary North 89°29’10” East, 98.81 feet; thence continuing along said
boundary, South 00°01’00” West, 397.40 feet; thence continuing along said
boundary South 89°29’10” West, 306.40 feet; thence North 00°07’23” West, 83.15
feet;
thence
North 83°41’57” West, 26.91 feet to the True Point of Beginning; thence South
00°01’00” West, 419.46 feet;
thence
North 89°58’55” West, 106.46 feet to the Northeasterly Right-of-way of Colorado
Interstate 270 feet;
thence
North 43°46’30” West along said Right-of-way, 62.86 feet to a point on a curve;
thence on a curve to the left and along said Right-of-way having a radius of
11609.36 feet, a central angle of 1°54’00”, a chord length of 384.98 feet, a
chord bearing of North 44°43’30” West, 384.96 feet;
thence
continuing along said Right-of-way North 45°40’30” West, 318.14 feet to the
Easterly Right-of-Way of 1-270 service road;
thence
North 00°01’51” East along said Easterly Right-of-way 308.77 feet; thence South
45°39’30” East, 578.97 feet;
thence
South 83°41’57” East, 235.75 feet to the True Point of Beginning.
Grand
Junction
Lot 1 in
D & R G W Railroad Subdivision Filing No. One, County of Mesa, State of
Colorado.
Pueblo,
CO
Lot 1,
Block 1, Rio Grande Subdivision, Filing No. 1, Pueblo County,
Colorado.
Las Vegas,
NV
All that
certain real property situated in the County of Clark, State of Nevada,
described as follows:
PART ONE
(1):
That
portion of the West half (W 1/2) of the Southeast quarter (SE 1/4) of the
Southeast quarter (SE 1/4) of the Northeast quarter (NE 1/4) of Section 31,
Township 21 South, Range 61 East, M.D.M., lying Northerly of the Northerly
boundary of the Union Pacific Railroad right of way.
EXCEPT
the interest in the Northerly thirty (30) feet of said land conveyed to Clark
County for road purposes by deed recorded January 3, 1962 in Book 335 Doc/Inst.
No. 270990, Official Records, Clark County, Nevada.
APN:
162-31-605-001
PARCEL
TWO (2):
That
portion of the East Half (E ½) of the Southeast Quarter (SE 1/4) of the
Southeast Quarter (SE 1/4) of the Northeast Quarter (NE ¼) of Section 31,
Township 21 South, Range 61 East, M.D.B. & M., lying Northerly of the
Northerly boundary of the Union Pacific Railroad right of way.
Except
the interest in and to the Northerly 30 feet and the Easterly 50 feet as
conveyed to the County of Clark by Grant Deeds recorded January 3, 1962 in Book
335 as Document Numbers 270974 and 270975 of Official Records.
FURTHER
EXCEPTING THEREFROM the spandrel area in the Northeast corner as conveyed to the
County of Clark by Grant, Bargain, Sale Deed recorded March 15, 1999 in Book
990315 as Document No. 00535, of Official Records.
APN:
162-31-605-002
N. Salt Lake City,
UT
PARCEL
1:
A parcel
of land lying in the Southeast Quarter of Section 35, Township 2 North, Range 1
West, Salt Lake Base and Meridian, being more particularly described as
follows:
Commencing
at a point North 1830.40 feet and West 747.0 feet from the Southeast corner of
said Section 35; and running thence South 8° 49’35” West 403.76 feet to the
beginning of a curve to the right, having a central angle of 58° 28’40”, a
radius of 358.10 feet; thence along the arc of said curve 365.49 feet to the
point of tangent; thence South 89° 53’35” West 81.93 feet; thence North 0°
06’25” West 569.73 feet to the Southerly right of way of Moss Street; thence
North 89° 53’35” East 449.18 feet to the point of beginning.
Parcel ID
# 06-086-0032
PARCEL
2:
A parcel
of land which lies within the Southeast Quarter of Section 35, Township 2 North,
Range 1 West, Salt Lake Base and Meridian, said parcel being more particularly
described as follows:
Beginning
at a point which lies North 1830.40 feet and West 1196.18 feet from the
Southeast corner of said Section 35, said point also lies on the South
right-of-way line of 1100 North Street (Moss Street by deed); and running thence
South 89° 53’35” West along said right of way line 102.29 feet; thence South 00°
06’25” East 155.71 feet; thence South 89° 53’35” West 280.00 feet; thence South
00° 06’25” East 414.02 feet; thence North 89° 53’35” East 382.29 feet; thence
North 00° 06’25” West 569.73 feet to the point of beginning.
Above
described parcel 2 contains 4.00 acres, more or less. Parcel 2 is subject to
right-of-way for road and railroad purposes over the South 22.50
feet.
Parcel ID
# 06-086-0072
PARCEL
3:
Beginning
at a point North 1830.40 feet and West 1196.18 feet and South 89°53’35” West
102.29 feet, (Deed = West 1298.47 feet) from the Southeast corner of Section 35,
Township 2 North, Range 1 West, Salt Lake Meridian; said point also lies on the
South right of way line of 1100 North Street (Moss Street); and running thence
along said street North 89°53’35” West 280.70 feet; thence South 0°06’25” West
155.71 feet; thence South 89°53’35” East 280.00 feet; thence North 0°06’25” East
155.71 feet to point of beginning.
Above
described parcel contains 1.00 Acres, more or less.
Parcel ID
# 06-086-0071
Woods Cross,
UT
Beginning
on the South line of a street at a point South 89°45’00” East 352.96 feet along
the monument line and South 09°18’45” West 33.42 feet and South 89°45’ East
1148.53 feet from the center line intersection of 1500 South and 1100 West
Streets (said intersection being further described as North: 925,985.92 feet,
East: 1,886,318.26 feet, Utah State Coordinate System (Central Zone)) and
running thence South 89°45’00” East 129.86 feet along said street to the West
line of O.S.L. Railroad Right-of-Way, thence South 14°55’15” West 1297.14 feet
along said right-of-way line of Section 25, Township 2 North, Range 1 West, Salt
Lake Base and Meridian; thence North 89°42’56” West along said section line
1149.91 feet to the East right-of-way line of the Denver Rio Grande Railroad
which point is North 89°42’56” West 104.12 feet from the Southeast corner of
Section 26, Township 2 North, Range 1 West, Salt Lake Base and Meridian; thence
North 09°18’45” East 861.41 feet along said right-of-way to a point of curvature
to a 288.34-foot radius curve to the right and the centerline of a railroad
spur; thence along said centerline for an arc distance of 274.62 feet (central
angle = 54°34’12” chord bearing and distance = North 62°30’14” East 264.36
feet); thence South 89°40’01” East 325.17 feet; thence South 0°22’09” West 19.60
feet; thence South 89°40’01” East 101.00 feet; thence North 0°22’09” East 19.60
feet; to the centerline of a railroad spur; thence South 89°40’01” East 409.16
feet along said spur to a point of curvature to a 326.71-foot radius curve to
the left; thence along the arc of said curve for a distance of 99.57 feet
(central angle = 17°27’44” chord bearing and distance = North 82°39’50” East
99.19 feet); thence North 9°49’13” East 272.34 feet to the point of
beginning.
Boundary
Description
A parcel
of land situated in the Southwest quarter of Section 25 and the Southeast
quarter of Section 26, Township 2 North, Range 1 West, Salt Lake Base and
Meridian, being more particularly described as follows:
Beginning
at the Southwest corner of said Section 25 (basis of bearing being South
89°47’14” West 2659:17’ between the South quarter corner and the Southwest
corner of Section 25, Township 2 North, Range 1 West, Salt Lake Base and
Meridian); and running thence along the section line South 89°59’55” West 105.35
feet to a point on the East right of way line of the Denver and Rio Grande
Railroad, thence along said right of way line North 09°02’28” East 867.77 feet
to a point on the Southwest corner of that certain tract of land (Tax ID#
06-050-0110 as recorded in the Davis County Recorders Office) said point also
being a point on a 288.37 foot radius curve to the right; thence along said
property the following (8) calls; 1) 267.31 feet along the arc of said curve
through a central angle of 53°06’38” (chord bears North 62°44’34” East 257.84
feet); 2) North 89°50’47” East 325.17 feet; 3) South 0°07’07” East 19.60 feet;
4) North 89°50’29” East 101.00 feet; 5) North 0°07’07” West 19.60 feet; 6) north
89°50’47” East 409.16 feet to a point on a 326.71 foot radius curve to the left;
7) 99.58 feet along the arc of said curve through a central angle of 17°27’48”
(chord bears North 82°10’33” East 99.19 feet); 8) North 09°19’55” East 272.54
feet to a point on the South right-of-way line of 1500 South Street; thence
along said right-of-way line North 89°45’29” East 135.81 feet to a point on the
West right-of-way line of the Union Pacific Railroad; thence along said
right-of-way line South 14°49’48” West 1299.75 feet to a point on the South line
of said Section 25; thence along said Section line South 89°47’13” West 1041.14
feet to the point of beginning.
Contains
1,192,140 square feet, or 27.368 Acres.
Schedule
2.04
Released
Prior Easements - SemMaterials
Little Rock,
AR
Part of
the West half (W 1/2) of the Northwest Quarter (NW 1/4), Northeast Quarter (NE
1/4), Section Thirty-Five (35), Township 1 North, Range 12 West, Pulaski County,
Arkansas, more particularly described as follows: starting at the
Northwest corner of said NE 1/4, Section 35; thence South 0 degrees 5 minutes
West 326.95 feet deeded (South 1 degrees 45 minutes 29 seconds West 326.95 feet
measured) along the North-South center line of Section 35 to the point of
beginning; thence South 89 degrees 53 minutes East 659.8 feet deeded (South 88
degrees 12 minutes 50 seconds East 659.80 feet measured) to a point; thence
South 0 degrees 03 minutes East 328.2 feet deeded (South 1 degrees 45 minutes 15
seconds West 328.20 feet measured) to a point; thence North 89 degrees 47
minutes West 660.6 feet deeded (North 88 degrees 06 minutes 20 seconds West
659.82 feet measured) to a point; thence North 0 degrees 05 minutes East 326.95
feet deeded (North 1 degrees 45 minutes 29 seconds East 326.95 feet measured)
along the North-South center line of Section 35, to the point of
beginning.
Fontana,
CA
All that
certain real property situated in the County of San Bernardino, State of
California, described as follows:
Parcel No.
1:
The West
198 feet of that portion of Lot 942, described as follows: All that
portion of Lot 942, according to map showing subdivisions of lands belonging to
the SEMI-TROPIC LAND AND WATER COMPANY, in the City of Fontana, County of San
Bernardino, State of California, as per plat recorded in Book 11 of Maps, Page
12, records of San Bernardino County, lying East of line that is 40 feet East of
the East line of the railway line of the Southern Pacific Railroad right of way,
Declez Spur, as described in documents recorded in Book 78 of Deeds, Page 71,
records of San Bernardino County. Areas and distance computed to
street centers as shown on said Map; containing 3.0 acres, more or
less.
Parcel No.
2:
That
portion of a vacated street formerly known as Live Oak Avenue, lying West of the
West line of Lot 942, according to map showing subdivision of lands belonging to
the SEMI-TROPIC LAND AND WATER COMPANY, in the City of Fontana, County of San
Bernardino, State of California, as per plat recorded in Book 11 of Maps, Page
12, records of said San Bernardino County, said street being 40 feet wide and
abandoned and vacated by a resolution of the City of Fontana, recorded December
12, 1966, as Document No. 583; of Official Records.
Garden City,
GA
ALL that
certain lot, tract or parcel of land situated, lying and being in Chatham
County, Georgia, being known as Lot ‘B’, Koch Fuels, a portion of the Foundation
Tract and being more particularly described as follows:
Commencing
at a point at the intersection of the northern right-of-way line of Foundation
Road and the eastern right-of-way of U.S. Highway 17 thence along a paved road
(Foundation Road) in a northeasterly direction 2545 feet more or less to a point
on the northern right-of-way of Norfolk Southern Railroad; thence along said
right-of-way North 48°31’41” East a distance of 183.49 feet to an iron rod, the
Point of Beginning; thence departing said right-of-way North 00°29’22” West a
distance of 281.37 feet to a “PK” Nail; thence North 48°31 ‘36” East a distance
of 890.55 feet to a railroad iron; thence South 41 ‘28’55” East a distance of
281.37 feet to a railroad iron on the northern right-of-way line of Norfolk
Southern Railroad; thence along said right-of-way South 48°31 ‘41” West a
distance of 887.05 feet to an iron rod, the said Point of
Beginning.
Said
parcel contains 250,075.26 square feet (5.74 acre).
The
parcel as a whole is bounded on the west by lands now or formerly owned by
Carroll & Carroll, Inc., on the north by lands now or formerly owned by
Southern Region Industrial Realty, Inc., on the east by lands now or formerly
owned by Savannah Economic Development, and on the south by Norfolk Southern
Railroad. This is the same property described in Exhibit A in the title
commitment 50214.04 by LandAmerica Lawyers Title dated February 24,
2005.
TOGETHER
WITH easement rights set forth in the following:
a. Access
Easement Agreement by and between Carroll & Carroll, Inc. and Koch Materials
Company, dated December 11, 1995, filed January 30, 1996, recorded in Deed Book
176-V, Page 632, Chatham County records; and
b. Right
of Way Agreement by and between Imbrie Securities Company, Ltd. Mexican
Petroleum Corporation of Georgia and Southern Building Products Corporation,
dated September 20, 1929, recorded in Deed Book 25-W, Page 491, aforesaid
records.
Boise,
ID
A parcel
of land located in the Southwest quarter of Section 26 and the Northeast quarter
of the Southeast quarter of Section 27, Township 3 North, Range 2 East, Boise
Meridian, Boise, Ada County, Idaho more particularly described as
follows:
Commencing
at the Southwest corner said Section 26; thence
along the
West boundary line of said Section 26,
North
00°40’44” West, 1807.35 feet to a point on the Northerly right-of-way line of
Interstate I-84, said point also being the REAL POINT OF BEGINNING;
thence
along
said Northerly right-of-way line the following 5 courses:
North
51°56’50” West, 176.16 feet; thence North 40°28’10” West, 274.51 feet;
thence
North
30°13’23” West, 330.18 feet; thence North 10°30’59” East, 109.57 feet;
thence
North
26°41’24” East, 126.39 feet to a point on the Southerly right-of-way line of the
Union Pacific Railroad; thence
along
said Southerly right-of-way line the following 4 courses:
South
23°36’29” East, 17.30 feet to the beginning of a curve to the left;
thence
along
said curve 1490.88 feet, said curve having a radius of 1960.08 feet, a central
angle of 43°34’50” and a long chord of 1455.20 feet which bears South 45°46’34”
East to the beginning of a spiral curve to the left; thence
along a
centerline spiral curve having a length of 240.00 feet and a delta of 03°36’,
the 50.00 foot offset spiral to the South having a length of 243.15 feet, and a
chord of which bears
South
69°57’31” East, 243.10 feet to the point of tangency; thence
South
71°10’11” East, 1774.43 feet to a point on the North right-of-way line of the
Union Pacific Railroad Gowen Field Spur; thence
along
said North right-of-way line the following 3 courses:
North
87°23’18” West, 1040.78 feet to the beginning of a curve to the left;
thence
along
said curve 359.95 feet, said curve having a radius of 5707.15 feet, a central
angle of 3°36’49” and a long chord of 359.89 feet which bears North 85°34’54”
West; thence
North
83°46’29” West, 133.50 feet; thence leaving said North right-of-way
line
North
49°34’10” West, 392.61 feet to a point on the Northerly right-of-way line of
Interstate I-84; thence
along
said Northerly right-of-way line the following 2 courses; thence
North
55°02’32” West, 660.80 feet; thence
North
51°56’50” West, 228.10 feet to the REAL POINT OF BEGINNING.
Pekin,
IL
A part of
the West Half of the Southwest Quarter of Section 24, Township 7 North, Range 7
East of the Fourth Principal Meridian, in Hollis Township, Peoria County,
Illinois:
Commencing
at the Northwest corner of Northwest Quarter of the Southwest Quarter of said
Section 24, as the place of beginning of the tract to be described; thence North
89 degrees 52 minutes 24 seconds East (record bearing of North 89 degrees 47
minutes 49 seconds East) along the North line of said Southwest Quarter of said
Section 24, a distance of 1124.88 feet to a point 40 feet Northwesterly at a
right angle to the centerline of the Pekin-LaMarsh Levee and Drainage District
Levee, (the following 3 courses are parallel and 40 feet Northwesterly of
Pekin-LaMarsh Levee and Drainage District Levee; thence South 28 degrees 19
minutes 18 seconds West, a distance of 683.56 feet; thence South 33 degrees 53
minutes 16 seconds West, a distance of 683.62 feet; thence South 42 degrees 13
minutes 14 seconds West a distance of 515.19 feet; thence North 2 degrees 42
minutes 36 seconds West along the West line of the Southwest Quarter of said
Section 24, a distance of 1550.01 feet (record distance 1,548.50) feet to the
place of Beginning; excepting therefrom all oil, gas and other minerals
underlying the surface of the land and all rights and easements relating to said
mineral estates.
Parcel
I.D. #: 20-24-300-001
Address: 201
South Levee Road, Pekin, Illinois
Warsaw,
IN
A tract
of land in the Northwest Quarter of Section 15, Township 32 North, Range 6 East,
in Kosciusko County, Indiana, more accurately described as follows:
Beginning
at an iron pipe on the North line of said Section, 1336.5 feet East of the
Northwest corner of said Section; thence Easterly, along the North line of said
Section, 690.2 feet to a point; thence South 22 degrees 11 minutes East, along
an old fence line, 1787.5 feet to the North right-of-way line of the
Penn-Central Railroad; thence North 73 degrees 39 minutes West, along the North
right-of-way line of said railroad, 1427 feet to an iron pipe; thence North 1215
feet to the Place of Beginning.
Said real
estate to be known as the following survey description prepared by John M.
Kimpel, (PES Associates, Inc.) and recorded March 20, 1997, as Instrument No.
97-03-0739, in the Office of the Recorder of Kosciusko County,
Indiana:
A tract
of land in the Northwest Quarter of Section 15, Township 32 North, Range 6 East,
Kosciusko County, Warsaw, Indiana and more particularly described as
follows:
Beginning
at an iron pipe on the North line of said Section 15, 1336.5 feet East
(recorded) of the Northwest corner of said Section and also being the Southwest
corner of Lot #8 in Eastlake Subdivision at its intersection with East line of
East Lake Drive; thence North 89 degrees 59 minutes 26 seconds East, along the
North line of said Section 15 and the South line of said Lot #8, 685.80 feet to
an iron pin; thence South 20 degrees 06 minutes 34 seconds East, along the West
line of said Lot #8, 191.15 feet to an iron pin; thence North 89 degrees 56
minutes 26 seconds East, 16.00 feet to an iron pin; thence South 19 degrees 15
minutes 30 seconds East, along the West line of said Lot #8, 1641.06 feet to an
iron pin on the North right-of-way of the Penn-Central Railroad; thence North 70
degrees 31 minutes 11 seconds West, along the North right-of-way line of said
railroad, 1443.00 feet to an iron pin; thence North 02 degrees 24 minutes 24
seconds East, 1248.38 feet to the Point of Beginning.
Dodge City,
KS
Lots 1,
2, 3, 4, 5 and 6, Block 1, Gremar Addition, a subdivision of part of the North
Half (N/2) of the Northwest Quarter (NW/4) of Section 32, Township 26 South,
Range 24 West of the 6th P.M., Ford County, Kansas.
Halstead,
KS
Lots 1
and 2, Block 1, Industrial Park, an addition to the City of Halstead, Harvey
County, Kansas.
Salina,
KS
TRACT A:
A tract in the Northwest Quarter (NW 1/4) of the Northeast Quarter (NE 1/4) of
Section Eleven (11), Township Fourteen (14) South, Range Three (3) West of the
6th P.M., Saline County, Kansas, which is described as follows:
Beginning
at the Northwest corner of said NE/4; thence South along the West line of said
NE/4, 378.92 feet; thence East 93.61 feet; thence North 122.22 feet; thence
S88°25’00”E, 621.84 feet to the West Right-of-Way Line of Dry Creek Channel;
thence N05°22’00”E 272.80 feet to the North line of said NE/4; thence
N89°49’26”W along said North line 740.73 feet to the point of beginning; said
property including all or a substantial portion of portion of Lot Five (5),
Block One (1), Final Plat of Hixson-Lehenbaurer Subdivision PUD, Saline County,
Kansas.
As
measured:
Beginning
at the Northwest corner of said NE/4; thence South along the West line of said
NE/4, 378.69 feet; thence East 93.66 feet; thence North 122.11 feet; thence
S88°31’47”E, 621.79 feet to the West Right-of-Way line of Dry Creek Channel;
thence N05°24’37”E, 271.50 feet to the North line of said NE/4; thence
N89°49’26”W along said North line 741.03 feet to the point of beginning; said
property including all or a substantial portion of Lot Five (5), Block One (1),
Final Plat of Hixson-Lehenbaurer Subdivision PUD, Saline County,
Kansas.
TRACT B:
A tract of land in the South Half of Section 2, Township 14 South, Range 3 West
of the 6th Principal Meridian in Saline County, Kansas more particularly
described as follows:
Beginning
at the SW Corner of the SE 1/4 of Section 2, Township 14 South, Range 3 West;
thence east along the south line of said SE 1/4 of an assumed bearing of
N89°15’14”E a distance of 1270.13 feet to the center of the old channel of Dry
Creek; thence along center of the channel of Dry Creek on the following
described courses; 1. N02°33’00”E, 37.00 feet; 2. N14°02’00”W, 50.00 feet; 3.
N29°34’00”W, 60.00 feet; 4. N54°55’00”W, 47.00 feet; 5. N58°46’00”W, 46.00 feet;
6. N87°32’00”W, 59.00 feet; 7. S76°50’00”W, 32.00 feet; 8. S68°24’00”W, 120.00
feet; 9. N59°38’00”W, 45.00 feet; 10. N33°27’00”W, 184.00 feet; 11. N16°40’00”E,
114.00 feet; 12. N06°13’00”W, 112.00 feet; 13. N30°57’00”E, 47.00 feet; 14.
N67°30’00”E, 57.00 feet; 15. N38°57’00”E, 43.00 feet; 16. N37°03’00”W, 38.00
feet; 17. N64°41’00”W, 96.00 feet; 18. N46°53’00”W, 54.00 feet; 19. N13°37’00”W,
87.00 feet; 20. N20°27’00”E, 56.00 feet; 21. N57°56’00”E, 45.00 feet; 22.
N78°05’00”E, 54.00 feet; 23. S79°04’00”E, 70.00 feet; 24. S71°11’00”E, 170.00
feet; 25. S74°29’00”E, 72.00 feet; 26. S23°36’00”E, 52.00 feet; 27. S01°43’00”W,
40.00 feet; 28. S13°54’00”W, 148.00 feet; 29. S05°18’00”E, 62.00 feet; 30.
S47°00’00”E, 45.00 feet; 31. S71°48’00”E, 87.00 feet; 32. S88°10’00”E, 40.00
feet; 33. N49°00’00”E, 31.00 feet; 34. N39°20’00”E, 59.00 feet; 35. N00°18’00”E,
45.00 feet; 36. N03°28’00”W, 121.00 feet; 37. N10°48’00”E, 102.00 feet; 38.
N10°12’00”E, 120.00 feet; 39. N04°06’00”W, 24.71 feet; thence leaving the center
of the channel of Dry Creek S89°15’14”W, 1714.94 feet to a point on the Easterly
right-of-way of the Union Pacific Railroad; thence S11°37’44”E, along said
Easterly right-of-way 962.19 feet to a point on the South line of the SW 1/4 of
said Section 2; thence N89°36’26”E, 108.58 feet back to the Point of
Beginning.
Bay City.
MI
Land
situated in the City of Bay City, County of Bay, State of Michigan, is described
as follows:
Parcel
1: All that certain piece or lot of land described in the Plat of
Duncan’s subdivision of Section 15, Town 14 North, Range 5 East, as Lot A in
City of Bay City, said lot being about 100 feet wide and running from the street
or road to Saginaw River, according to the Plat recorded in the Office of The
Register of Deeds for Bay County, together with the hereditaments and
appurtenances thereto now or hereafter belonging or in anywise
appertaining. Also, all that part of Lots 3, 4, 5 and 6,
Block 1, Duncan’s Subdivision, lying North of the Michigan Central Railroad
Right-of Way and situated in the City of Bay City; being the same premises
conveyed to grantor, Gulf Refining Company by deed dated August 29, 1930, from
the Paragon Refining Co., of Michigan, as recorded in Liber 220, Page 468 of
deeds in Bay County Records.
Parcel
2: A parcel bounded on the North by the Saginaw River; on the East by
a line parallel with the West line of Atlantic Street and 30 feet Easterly
therefrom; on the South by the North line of Block 1, Duncan’s Subdivision, and
on the West by the West line of Lot 6, Block 1, Duncan’s Subdivision, if
extended to the Saginaw River, in Section 15, Town 14 North, Range 5
East.
Tax
Parcel Numbers(s):
New Madrid,
MO
All of
Lot Five (5) of U.S.P. Survey 719, Township 22 North, Range 14 East of the Fifth
Principal Meridian, as shown by plat recorded in Acreage Plat Book 3, Page 144,
in the Recorder’s Office of New Madrid County, Mo.
Together
with all of grantor’s right, title and interest in and to an easement
appurtenant to the above-described land for access, ingress and egress to the
Mississippi River for the purposes described in and across land described in the
easement established in Book 337, at Page 212, recorded July 30,
1976.
Property
Address: 297 Highway 61 S., New Madrid, Missouri
Sedalia,
MO
TRACT
A:
BEGINNING
AT A POINT IN THE SOUTH LINE OF LOT 6 IN THE PARTITION OF THE ESTATE OF
PAWHATTAN WOOLRIDGE 242 FEET WEST OF THE SOUTHEAST CORNER OF SAID LOT 6, THENCE
NORTH AT A RIGHT ANGLE TO THE SOUTH LINE OF SAID LOT 6, 330 FEET, THENCE EAST
PARALLEL WITH THE SOUTH LINE OF SAID LOT 6, 88.94 FEET, THENCE NORTH PARALLEL
WITH THE WEST LINE OF NORTH PARK AVENUE 207 FEET, THENCE IN A NORTHWESTERLY
DIRECTION PARALLEL WITH THE NORTH LINE OF MORGAN STREET IF EXTENDED WESTERLY IN
THE DIRECTION IT NOW RUNS TO THE EAST RIGHT OF WAY LINE OF THE LEXINGTON AND ST.
LOUIS RAILROAD (MISSOURI PACIFIC BRANCH), THENCE SOUTHEASTERLY ALONG THE EAST
RIGHT OF WAY LINE OF SAID RAILROAD TO THE SOUTH LINE OF SAID LOT 6, THENCE EAST
ALONG THE SOUTH LINE OF SAID LOT 6 TO THE PLACE OF BEGINNING; BEING A PART OF
THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 33 IN TOWNSHIP 46
NORTH OF RANGE 21 WEST OF THE FIFTH PRINCIPAL MERIDIAN, SEDALIA, PETTIS COUNTY,
MISSOURI.
TRACT
B:
BEGINNING
AT THE INTERSECTION OF THE CENTER LINE OF WEST HENRY STREET IF EXTENDED WESTERLY
IN THE DIRECTION IT NOW RUNS WITH THE EAST RIGHT OF WAY LINE OF THE LEXINGTON
AND ST. LOUIS RAILROAD, THENCE EASTERLY ALONG THE EXTENDED CENTER LINE OF SAID
WEST HENRY STREET TO A POINT 207 FEET WEST OF NORTH PARK AVENUE, THENCE SOUTH
PARALLEL WITH THE WEST LINE OF SAID PARK AVENUE 331.40 FEET, THENCE IN A
WESTERLY DIRECTION PARALLEL WITH THE EXTENDED SOUTH LINE OF SAID WEST HENRY
STREET TO THE EAST RIGHT OF WAY LINE OF THE SAID LEXINGTON AND ST. LOUIS
RAILROAD, THENCE IN A NORTHWESTERLY DIRECTION ALONG THE EAST RIGHT OF WAY LINE
OF SAID RAILROAD TO THE PLACE OF BEGINNING; BEING A PART OF THE NORTHWEST
QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 33 IN TOWNSHIP 46 NORTH OF
RANGE 21 WEST OF THE FIFTH PRINCIPAL MERIDIAN, SEDALIA, PETTIS COUNTY,
MISSOURI.
St. Louis,
MO
PARCEL
1A:
Part of
Block 18 of EILER’S SURVEY OF CARONDELET and in Block 3011 of the City of St.
Louis, more specifically bounded and described as follows: On the North by
Quincy Street, on the South by Blow Street (now vacated by Ordinance No. 43551),
on the East by Water Street (now vacated by Ordinance No. 43551) and on the West
by right of way of Missouri Pacific Railroad Company (formerly St. Louis Iron
Mountain and Southern Railroad Company).
PARCEL
1B:
Part of
Block 19 of EILER’S SURVEY OF CARONDELET and in Block 3044 of the City of St.
Louis, more specifically bounded and described as follows: On the North by Blow
Street (now vacated by Ordinance No. 43551), on the South by Nagel Avenue, on
the East by Water Street (now vacated by Ordinance No. 43551), on the West by
right of way of Missouri Pacific Railroad Company (formerly St. Louis, Iron
Mountain and Southern Railroad Company)
PARCEL
2A:
All of
Block “A” of EILER’S SURVEY OF CARONDELET and in Block 3010 of the City of St.
Louis, more specifically bounded and described as follows: On the North by
Quincy Street, on the South by Blow Street (now vacated by Ordinance No. 43551),
on the East by the Easterly line of said Block “A” and on the West by Water
Street (now vacated by Ordinance No. 43551).
PARCEL
2B:
All of
Block “B” of EILER’S SURVEY OF CARONDELET and in Block 3045 of the City of St.
Louis, more specifically bounded and described as follows: On the North by Blow
Street (now vacated by Ordinance No. 43551), on the South by Nagel Avenue, on
the East by the Easterly line of said Block “B”, and on the West by Water Street
(now vacated by Ordinance No. 43551).
PARCEL
3A:
All lands
lying Easterly of Block “A” of EILER’S SURVEY OF CARONDELET and in Block 3010 of
the City of St. Louis, by a depth Eastwardly to the inner or Western harbor line
of the Mississippi River; bounded North by Quincy Street, extended in a straight
line to said inner or Western harbor line of the Mississippi River, and bounded
South by Blow Street (now vacated by Ordinance No. 43551), extended in straight
line to said inner or Western harbor line, together with any and all right,
title or interest which may attach to said lands in and to the area lying
Eastwardly of said lands and between or beyond the inner and outer harbor lines
which may inure to or be or become vested in a riparian owner.
PARCEL
3B:
All lands
lying East of Block “B” of EILER’S SURVEY OF CARONDELET and in Block 3045 of the
City of St. Louis, by a depth Eastwardly to the inner or Western harbor line of
the Mississippi River; bounded North by Blow Street (now vacated by Ordinance
No. 43551), extended in a straight line to said inner or Western harbor lines
and South by Nagel Avenue extended in a straight line to said inner or Western
harbor line, together with any right, title or interest which may attach to said
lands in and to the. area lying Eastwardly of said lands and between or beyond
the inner and outer harbor lines which may inure to or be or become vested in a
riparian owner.
PARCEL
4A:
That
portion of Water Street vacated by Ordinance No. 43551, approved April 8, 1946,
said portion lying between the North line of Nagel Avenue and the South line of
Quincy Street and formerly constituting the boundary between City Blocks 3044
and 3011 on the West, and 3045 and 3010 on the East.
PARCEL
4B:
That
portion of Blow Street vacated by said Ordinance No. 43551, approved April 8,
1946, said portion lying East of the East line of the right of way of Missouri
Pacific Railroad Company and extending Eastwardly to the Mississippi River, such
portion of Blow Street formerly constituting the boundary between City Blocks
3044 and 3045 together with the accretions to Block 3045 on the South and Blocks
3011 and 3010 together with the accretions to Block 3010 on the
North.
Billings,
MT
PARCEL
I: That part of E1/2 of Section 1, Township 2 South, Range 24 East,
of the Principal Montana Meridian, in Yellowstone County, Montana, described as
Tract 2-A, of AMENDED CERTIFICATE OF SURVEY NO. 2859, on file in the office of
the Yellowstone County Clerk and Recorder, Under Document No.
1829685.
PARCEL
II: Non-exclusive easements for ingress and egress appurtenant to and
for the benefit of Parcel I created by that certain Easement Agreement, dated
January 1, 1980, recorded in book 1224, page 4593, under Document No.
1188568.
Gloucester City,
NJ
ALL THAT
certain tract or parcel of land situate in the City of Gloucester, County of
Camden and State of New Jersey being more particularly described as
follows:
BEGINNING
at a point in the Westerly right-of-way line of Water Street (variable width)
where the same is intersected by the southerly line of Block 76 Lot 1 as shown
and illustrated on a certain plan entitled “ALTA/ACSM Land Title Survey – Block
101 Lots 1 & 1.01 City of Gloucester, Camden County, New Jersey” prepared by
Perks Reutter Associates, dated May 4, 2005 and revised to January 10, 2006 and
from said beginning point runs; thence, along said westerly right-of-way line of
Water Street,
1. S
00° 22’ 39” W, a distance of 46.26 feet to an angle point in the same; thence
along the same,
2. S
14° 11’ 11” E, a distance of 251.00 feet to an angle point in the same; thence
along the same,
3. S
00° 16’ 29” W, a distance of 1075.00 feet to a point where the same is
intersected by the northerly line of Block 110 Lot 3.02; thence, along said
northerly line of Lot 3.02,
4. N
89° 43’ 32” W, a distance of 195.50 feet to an angle point in the same; thence
along the northwesterly line of Block 110 Lot 3.02,
5. S
00° 16’ 29” W, a distance of 25.00 feet to a point in the northerly line of
Block 110 Lot 3.02; thence, along said line of Lot 3.02 and also along the
northerly lines of Block 110 Lots 4, 5 and 20,
6. N
74° 46’ 38” W, a distance of 1016.19 feet to a point within the Delaware River;
thence continuing through the Delaware River,
7. N
22° 27’ 34” E, a distance of 1524.86 feet to an angle point in the same; thence
along the same,
8. N
20° 53’ 59” E, a distance of 49.37 feet to a point where the same intersects the
southerly line of Block 76 Lot 1.01; thence, along said line of Lot 1.01 and
also along the southerly line of Block 76 Lot 1,
9. S
80° 37’ 25” E, a distance of 147.21 feet to an angle point in said line of Lot
1; thence, along said Lot 1,
10. S
51° 43’ 00” E, a distance of 121.19 feet to an angle point in the same; thence,
along the westerly line of said Block 76 Lot 1,
11. S
33° 00’ 08” W, a distance of 7.66 feet to an angle point in the same; thence,
along the same,
12. S
16° 12’ 29” W, a distance of 42.04 feet to an angle point in the same; thence
along the same,
13. S
22° 30’ 40”W, a distance of 56.19 feet to an angle point in the same; thence,
along the same,
14. S
36° 19’ 32” W, a distance of 33.77 feet to an angle point in the same; thence,
along the same,
15. S
29° 40’ 43” W, a distance of 61.39 feet to an angle point in the same; thence,
along the same,
16. S
34° 26’ 09” W, a distance of 63.67 feet to a point where that same intersects
the aforementioned southerly line of Block 76 Lot 1; thence, along said line of
Lot 1
17. N
89° 37’ 24” E, a distance of 403.39 feet to the point and place of
beginning.
SAID
ABOVE DESCRIBED tract or parcel of land containing within said bounds 30.171
acres of land be it more or less.
SAID
ABOVE DESCRIBED tract or parcel of land being all of Block 101 Lots 1 & 1.01
as shown and illustrated on the aforesaid plan and as stated on the tax map of
Gloucester City.
Columbus,
OH
Situated
in the State of Ohio, County of Franklin, Township of Franklin, being part of
Virginia Military Survey No. 1482, being also 6.927 acres of land of the Shell
Oil Company of Delaware 23.243 acre tract of record in Deed Book 1524, Page 36,
Recorder’s Office, Franklin County, Ohio, and being more particularly bounded
and described as follows:
Beginning
at an iron pin (said iron pin being 1 inch I. D., 30 inches long, protruding 6
inches out of the ground, with a plastic plug placed in the top bearing the
initials E.M.H&T., INC., set this survey, and being of the same composite
set at all subsequent corners herein described), in the southerly right-of-way
line of Fisher Road, (being 35.0 feet southerly and perpendicular to the
centerline of said Road), and being the northeasterly corner of the 5.939 acre
tract conveyed to Ashland Oil & Refining Co., as described in Deed Book
2883, Page 428, Recorder’s Office, Franklin County, Ohio;
Thence
along the southerly right-of-way line of said Road, being 35.0 feet
perpendicular to and parallel with the centerline of said Road, South 76° 41’
55” East, 346.36 feet to an iron pin, (set this survey) at the northeasterly
corner of the herein described tract;
Thence
South 13° 10’ 49” West, 803.73 feet to an iron pin (set, this survey) in the
southerly line of said Shell Oil Company tract, and being in the northerly
right-of-way line of the P.C.C. & St. L. Railroad, now Conrail, (being 100.0
feet in width; granted by M. L. Sullivant, September 28, 1847, not of record),
being also the southeasterly corner of the herein described tract;
Thence
along the southerly line of said Shell Oil Company tract, being the northerly
line of said Railroad and being 50.0 feet northerly, perpendicular to and
parallel with the centerline of said Railroad, South 85° 57’ 33’ West, 373.30
feet to an iron pin, (found and reset, this survey) at the southeasterly corner
of said Ashland Oil and Refining Co. 5.939 acre tract;
Thence
along the easterly line of said Ashland Oil and Refining Co. tract, North 13°
49’ 09” East, 915.04 feet to the point of beginning, and containing 6.927 acres
of land, more or less, as surveyed and described in September, 1980, by Carl E.
Turner, Jr., Professional Surveyor No. 6702.
LESS AND EXCEPT FROM THE
ABOVE-DESCRIBED PARCEL OF LAND, THE FOLLOWING TWO TRACTS OF REAL ESTATE,
TO-WIT:
Tract I
Situated
in the State of Ohio, County of Franklin, Township of Franklin, being part of
Virginia Military Survey No. 1482, being also 1732 square feet (0.040 acres) of
land of the Ashland Oil, Inc. 6.927 acre tract of record in Official Record
Volume 703 G-04, Recorder’s Office, Franklin County, Ohio, and being more
particularly bounded and described as follows:
Beginning
at an iron pin in the southerly right-of-way line of Fisher Road, said pin being
35.0 feet southerly and perpendicular to the centerline of said road and also
being the northeasterly corner of Ashland Oil’s 5.939 tract as described in Deed
Book 2883, page 428 of the Franklin County Ohio Recorder’s Office;
Thence,
along the southerly right-of-way line of said road, South 76° 41’ 55” East
346.36 feet to an iron pin the northeast corner of Ashland Oil’s 6.927 acre
tract and also being a common corner with Shell Oil;
Thence,
leaving said right-of-way line and with the common line of Ashland Oil and Shell
Oil, South 13° 10’ 49” West 5.00 feet to a point;
Thence,
leaving said common line and severing the land of Ashland Oil parallel to and
40.0 feet from centerline of Fisher Road, North 76° 41’ 55’ West 346.42 feet to
a point on the line of Ashland Oil’s 5.939 acre tract;
Thence,
with said line, North 13° 49’ 09” East 5.00 feet to the point of beginning and
containing 1,732 square feet (0.040 acres) as described Laurence R. Wells,
Professional Surveyor No. 6471; the foregoing description is not the result of a
survey encompassing same but is compiled form the public records.
Tract II
Situated
in the State of Ohio, County of Franklin, Township of Franklin, and also located
in Virginia Military Survey Number 1482 and being a part of a 6.927 acre tract
lying on the south side of Fisher Rd. conveyed to the grantor as described in
Official Record 703-G04 as recorded in the Franklin County Recorder’s Office,
Franklin County, Ohio, and being more particularly described as
follows:
Commencing
at an iron pin found in an ODOT monument box at the intersection of the
centerline of Phillipi Road and the centerline of Fisher Road, thence, with the
centerline of Fisher Road, S 76° 35’ 43” E, a distance of 1486.07 feet to an
angle point; thence S 76° 31’ 56” E, a distance of 1509.01 feet to a point;
thence leaving the said centerline, S 14° 30’ 34” W, a distance of 40.00 feet to
a point on the existing right-of-way, being the grantor’s northwest property
corner and the point of beginning;
Thence
along the existing right-of-way S 76° 31’ 56” E, a distance of 46.52
feet;
Thence
continuing with said right-of-way lines S 76° 41’ 10” E a distance of 299.79
feet to the grantor’s northeast property corner;
Thence
with the grantor’s east line S 13° 48’ 50” W, a distance of 10.00 feet to a
rebar set;
Thence
across grantor’s property N 76° 41’ 10” W, a distance of 300.01 feet to a rebar
set;
Thence N
70° 22’ 24” W, a distance of 46.60 feet to a re-bar set on the grantor’s west
line;
Thence
with said west line N 14° 30’ 34” E. a distance of 5.00 feet to the place of
beginning;
The above
described tract contains 0.077 acres, more or less from Auditor’s parcel no.
570-190840.
Known
as:
2727
Fisher Road
Columbus,
OH
Lawton,
OK
Lot 1,
Block 3, Lawton Industrial Park Part II, an addition to the City of Lawton,
Oklahoma, Comanche County, Oklahoma, which Lot is described in the Warranty Deed
recorded in Book 1450, page 38, as follows:
A tract
of land described as beginning at a point on the south right of way line of the
Burlington Northern Railroad, said point being 3,216.47 feet North 00°24’28”
East and 977.856 feet North 85°01’03.47” West of the Southeast Corner of the
Southwest Quarter of Section 31, Township 2 North, Range 12 West, I.M., Comanche
County, Oklahoma;
THENCE
South 00°21’22” West a distance of 382 feet;
THENCE
North 89°38’38” West a distance of 320 feet;
THENCE
North 00°21’22” East a distance of 215 feet;
THENCE
North 33°59’11.39” West a distance of 261.236 feet;
THENCE in
an easterly direction along a curve to the left having a radius of 5779.578 feet
a distance of 354.065 feet;
THENCE
South 85°01’03.47” East a distance of 115.935 feet to the point of
beginning.
Northumberland,
PA
ALL THAT
CERTAIN tract or parcel of ground, Situate in Point Township, Northumberland
County, Pennsylvania and is bounded and described as follows, to
wit:
COMMENCING
at a point in the center line of the Penn Central Transportation Company’s main
line which is opposite Mile Post 285; thence along the center line of the Penn
Central Transportation Company’s Main Line, North 48 degrees 40 minutes West, a
distance of 1,068.5 feet to a point where the Penn Central Transportation
Company’s main line intersects the Western line of the Borough of
Northumberland; thence along the western line of the Borough of Northumberland,
South 44 degrees 39 minutes West, a distance of 156.79 feet to the point of
beginning of the within described tract of ground, thence continuing along the
Western line of the Borough of Northumberland South 44 degrees 39. minutes West,
a distance of 314.17 feet to a point distant 20 feet Northeastwardly at right
angles from the center line of the tract of railroad of the Penn Central
Transportation Company known as Thoroughfare No. 1; thence parallel with said
centerline of Thoroughfare No. 1, North 53 degrees 28 minutes West a distance of
219.13 feet to a point of curvature; thence still parallel with said centerline
of Thoroughfare No. 1, on a curve to the right having a radius of 5,851.87 feet
and an arc of 366.61 feet, whose chord is North 51 degrees 40 minutes 19 seconds
West, a distance of 366.55 feet to a point; thence along Tract 2 of the
hereinafter mentioned plan North 40 degrees 7 minutes 22 seconds East, a
distance of 351.27 feet to a point distant 20 feet Southwestwardly at right
angles from the center line of a tract of railroad at Penn Central
Transportation Company; thence parallel with said center line of the last
mentioned track of railroad, South 48 degrees 40 minutes East, a distance of 610
feet to the place of beginning.
CONTAINING
4.60 acres more or less.
BEING
Tract No. 1 on that certain subdivision plan for Bituminous Emulsion of
Northumberland, Pa., Inc. recorded in the Office of the Recorder of Deeds for
Northumberland County at Plan Book 8, Page 29.
TOGETHER
with the perpetual right, liberty and privilege to use, for grantees, its heirs,
successors and assigns and for their agents, employees, tenants, invitees,
licensees, shippers and all other persons having business with grantees, in
common with all others entitled to the use thereof as and for a roadway to be
constructed and maintained as a means of access to and from the land hereby
conveyed (Tracts 1 and 2 herein, being Tracts 3 and 1, respectively, of the
above mentioned Plan) and Fourth Street.
ALL THAT
strip or parcel of land, 50 feet wide, situate as aforesaid, being 25 feet on
each side of the following described centerline:
BEGINNING
at a point in the second or North 53 degrees, 28 minutes West, 219.13 feet
course of Tract No. 1 of the aforementioned Plan, said second course being
parallel with and 20 feet northeastwardly at right angles, from the centerline
of the tract of railroad of Penn Central Transportation Company known as
Thoroughfare No. 1, said beginning point being at the distance of 50 feet
measured North 53 degrees, 28 minutes West, along part of said second course,
from the beginning thereof in the western line of the Borough of Northumberland;
extending thence South 36 degrees, 32 minutes West, through land of Penn Central
Transportation Company, crossing said Thoroughfare No. 1, a distance of 28 feet,
more or less, to a point in the general northeasterly line of an existing road
of Penn Central Transportation Company, the point of ending; and
ALSO
TOGETHER WITH the existing roadway which extends in an easterly direction from
the projected northwesterly line of the access easement described herein along
the southerly side of the tract of railroad of Penn Central Transportation
Company known as Thoroughfare No. 1 to the existing roadway which extends
northeastwardly to connect with Fourth Street and thence northeastwardly along
said roadway to Fourth Street.
Tax
Parcel No. 34-49 A
Being the
same premises which Koch Materials Company, a Delaware corporation by Deed dated
May 27, 2007, but made effective as of the 31
st
day of
May 2005 and recorded June 7, 2005 in Northumberland County in Record Book 1767,
Page 409 conveyed unto SemMaterials, L.P., an Oklahoma limited partnership, in
fee.
Reading,
PA
PREMISES
A:
ALL THAT
CERTAIN tract or parcel of land situate in the Township of Muhlenberg County of
Berks and Commonwealth of Pennsylvania, and being more fully bounded and
described as follows, to wit:
BEGINNING
at a point in line of property of Windsor Service, Inc., said point being 500.68
feet more or less East of the centerline of Traffic Route 61, formerly Route
122, known as the Pottsville Pike, said point being also in the northerly line
of property conveyed by L.H. Focht & Son, Inc., to Windsor Service, Inc., by
Deed dated September 12, 1961, in Deed Book Volume 1395, page 830; thence along
property of Windsor Service, Inc., North 22 degrees 45 minutes 45 seconds East,
a distance of 563.12 feet more or less and North 21 degrees 03 minutes 34
seconds West, a distance of 100.00 feet more or less to a point in line of
property of L.H. Focht & Son, Inc.; thence along same North 68 degrees 56
minutes 26 seconds East, a distance of 642.087 feet more or less to a point in
the westerly right of way line of the Schuylkill Division of the Pennsylvania
Railroad; thence along same South 8 degrees 28 minutes West, a distance of
77.145 feet to a Pennsylvania Railroad Monument, and South 9 degrees 28 minutes
West, a distance of 777.58 feet more or less to an iron pin in line of property
of Windsor Service, Inc.; thence along same South 89 degrees 30 minutes West, a
distance of 642.45 feet more or less to the place of Beginning.
CONTAINING
in area 9.5 acres of land, more or less.
PREMISES
B:
ALL THAT
CERTAIN lot or piece of ground, with the buildings and improvements thereon
erected, situate in the Township of Muhlenberg, County of Berks and Commonwealth
of Pennsylvania, described according to a survey thereof made by William H.
Dechant & Sons, dated December 31, 1921, as follows, to wit:
BEGINNING
at an iron pin in the middle of Centre Turnpike Fifty feet Southeastward,
measured on a radial line from the center line of a siding leading from the
Philadelphia and Reading Railway into a Quarry, known as Gehret’s Quarry; thence
in a general Eastward direction, concentric with and fifty feet radially from
the center line of said siding, by a curve to the right, having a radius of Two
hundred and Ninety-eight feet five and three-eighths inches, an arc distance of
Two hundred and Fifty-eight feet nine inches to a point; thence through land of
Reading Company South 02 degrees 45 minutes West Three hundred and twenty-seven
feet eight and three-eights inches to a point; and North 87 degrees 15 minutes
West Two hundred and fifty feet eight and one-eighths inches to an iron pin in
the middle of the Turnpike, aforesaid, and thence along the middle of said
Turnpike North 02 degrees 45 minutes East 330 feet to the point of
beginning.
CONTAINING
2 acres.
PREMISES
C:
ALL THAT
CERTAIN lot or piece of ground situate in the Township of Muhlenberg, County of
Berks and State of Pennsylvania, bounded and described as follows:
BEGINNING
at a point in line of Berks Products Corporation; said point being 500.68 feet
East of Traffic Route #122, on South side of a 20 ft. wide right of way
reservation; thence along property of Windsor Service, Inc., the following
bearings and distances; North 0 degrees 30 minutes West 240.73 feet and North 38
degrees 18 minutes 04 seconds East, a distance of 354.93 feet to a point in line
of property of Berks Products Corporation; thence along property of Berks
Products Corporation South 22 degrees 45 minutes 45 seconds West, a distance of
563.12 feet to the place of beginning.
CONTAINING
.614 acres.
PREMISES
D:
ALL THAT
CERTAIN tract or parcel of land situate in the Township of Muhlenberg, County of
Berks and State of Pennsylvania, more particularly bounded and described as
follows, to wit:
BEGINNING
at a point in the middle of Center Turnpike, locally known as a state highway,
Traffic Route 122, said point being a corner in common property now or late of
L.H. Focht and Son, Inc., and the herein described premises, thence along
property now or late of L.H. Focht and Son, Incorporated, north 68 degrees 56
minutes and 26 seconds east the distance of 734 feet and 8 inches to a point,
thence along property of now or late Berks Products Corporation, south 21
degrees 03 minutes 34 seconds east the distance of 100 feet to a point, thence
along the property of now or late Berks Products Corporation, south 38 degrees
18 minutes 04 seconds west the distance of 354.93 feet to a point, thence along
property of now or late of Berks Products Corporation south 0 degrees 30 minutes
east the distance of 240 feet 8 3/4 inches to a point in line, a property now or
late of L.H. Focht and Son Incorporated, thence along the said property now or
late of L.H. Focht and Son Incorporated, south 89 degrees 30 minutes west, the
distance of 250 feet to a point, a corner of Arthur L. Walborn, thence along
property of Arthur L. Walborn, north 0 degrees 30 minutes west the distance of
327 feet 8 3/8 inches to a point, thence still along same by a line curving to
the left, having a radius of 298 feet 5 3/8 inches, the distance of 258 feet 9
inches to a point in the aforementioned Center Turnpike, thence along the middle
of the said Turnpike north 0 degrees and 30 minutes west, the distance of 22
feet 11 1/8 inches to the place of beginning.
CONTAINING
4 acres 19.7 perches.
RESERVING
AND EXCEPTING therefrom, however, unto the said Berks Products Corporation, its
successors and assigns, a 20 feet wide right of way along the southern boundary
line of the herein conveyed property and extending from property of Arthur L.
Walborn to property now or late of Berks Products Corporation, for a distance of
250 feet, more particularly bounded and described as follows:
BEGINNING
at a point in line of property now or late of L.H. Focht and Son, Inc., and a
corner of the above described tract, thence along property of Arthur L, Walborn,
North 0 degrees and 30 minutes West, the distance of 20 feet to a point, thence
along the above described tract (leased herein), North 89 degrees and 30 minutes
East, the distance of 250 feet to a point in line of property of now or late
Berks Products Corporation, thence along property of now or late of Berks
Products Corporation, South 0 degrees and 30 minutes East, the distance of 20
feet to a point in line of property now or late of L.H. Focht and Son, Inc.,
thence along property now or late of L.H. Focht and Son, Inc., South 89 degrees
and 30 minutes West, the distance of 250 feet to the place of
beginning.
PREMISES
E:
ALL THAT
CERTAIN tract or piece of ground situate in the Township of Muhlenberg, County
of Berks and State of Pennsylvania, bounded and described as
follows:
BEGINNING
at a drill hole in the center line of Pennsylvania State Highway U.S. Route 122,
known as the Pottsville Pike, and in line between lands now or late of G.W.
Focht Stone Company and the Texas Oil Company; thence along said line South 86
degrees 36 minutes East, a distance of 1141.34 feet to an iron pin in the
westerly right-of-way line of the Schuylkill Valley Division of the Pennsylvania
Railroad; thence along the same South 13 degrees 15 minutes West a distance of
222.79 feet to an iron pin in line of property now or late of Reading Company;
thence along the same South 79 degrees 52 minutes West a distance of 877.74 feet
to an iron pin; thence still along the same North 3 degrees 24 minutes East a
distance of 350 feet to an iron pin; thence still along the same North 86
degrees 36 minutes West a distance of 250 feet to a drill hole in the center
line of said Pennsylvania State Highway U.S. Route 122, known as the Pottsville
Pike; thence along the same North 03 degrees 24 minutes East a distance of 75
feet to the place of Beginning.
CONTAINING
6 acres and 133.66 perches.
EXCEPTING
AND RESERVING therefrom a tract of land containing 8.38 Acres; Koch Properties
Site being Lot 2 on Subdivision Plan recorded in Plan Book 240, Page 1, conveyed
to New Penn Motor Express, Inc., dated December 15, 1999 in Volume 3161, Page
1778.
The above
premises A through E which are contiguous parcels, are further described in
accordance with a survey by Ludgate Engineering Corporation dated 3-29-05,
Drawing No. D4200405, as follows:
ALL THAT
CERTAIN parcel of ground with the improvements thereon situate in Muhlenberg
Township, Berks County, Pennsylvania, being on the east side of Pottsville Pike,
shown on a plan prepared by Ludgate Engineering Corporation, Plan No. E-4200499,
and being more fully bounded and described as follows TO WIT:
BEGINNING
at a point in the pavement of Pottsville Pike, a corner of lands of Gary D. and
Mary D. Wolfe; thence along lands of Wolfe North 67 degrees 53 minutes 26
seconds East 1044.59 feet to a point, a corner of Lot #2; thence along Lot #2
the sixteen following courses and distances:
1. South
09 degrees 03 minutes 57 seconds East 406.52 feet to a point.
2. South
20 degrees 21 minutes 16 seconds West 52.85 feet to a point.
3. South
61 degrees 17 minutes 05 seconds West 122.29 feet to a point.
4. South
83 degrees 00 minutes 41 seconds West 81.96 feet to a point.
5. North
68 degrees 17 minutes 25 seconds West 37.12 feet to a point.
6. North
37 degrees 16 minutes 56 seconds West 57.59 feet to a point.
7. South
54 degrees 51 minutes 42 seconds West 10.47 feet to a point, a corner of Lot
#1.
8. South
20 degrees 51 minutes 15 seconds West 49.50 feet to a point.
9. South
39 degrees 15 minutes 53 seconds West 222.48 feet to a point.
10. South
37 degrees 22 minutes 09 East 43.29 feet to a point.
11. South
83 degrees 46 minutes 15 seconds East 38.25 feet to a point.
12. South
21 degrees 09 minutes 44 seconds East 44.38 feet to a point.
13. South
15 degrees 50 minutes 35 seconds West 31.38 feet to a point.
14. South
20 degrees 11 minutes 53 seconds East 158.06 feet to a point.
15. South
75 degrees 18 minutes 33 seconds West 176.94 feet to a point.
16. South
14 degrees 41 minutes 27 seconds West 99.99 feet to a bent pipe, a corner of New
Penn Motor Express and Giorgio Foods, Inc.
Thence
along Giorgio Foods, Inc., the three following courses and
distances:
1. South
75 degrees 18 minutes 33 seconds West 311.46 feet to a point.
2. North
01 degree 21 minutes 42 seconds West 348.92 feet to an iron pipe.
3. South
88 degrees 36 minutes 36 seconds West 249.80 feet to a point in the pavement of
Pottsville Pike.
Thence in
and along Pottsville Pike North 01 degree 18 minutes 04 seconds West 427.93 feet
to a point, the place of BEGINNING.
CONTAINING
14.40 Acres.
Tax
ID/Parcel No. 66-5309-19-51-9494
BEING THE
SAME PREMISES which Koch Materials Company, a Delaware corporation, by Deed
dated May 27, 2005, but made effective as of May 31, 2005, and recorded June 7,
2005, in the Recorder of Deeds Office in and for Berks County, PA, in Book 4596,
page 1495, granted and conveyed unto SemMaterials, LP, an Oklahoma limited
partnership.
Memphis. TN (PMAC - Shelby
Co.)
Tract No.
I
Lot No. 4
in the Memphis and Shelby County Port Commission’s Industrial Subdivision on
Presidents Island as per plat of said subdivision filed for record July 1, 1962
and of record in Plat Book 17, Page 2 of the Registers’ Office of Shelby County,
Tennessee; more particularly described by metes and bounds as follows: Beginning
at a point in the south line of the top of slope of the Industrial Fill as
surveyed and monumented by the U.S. Engineers, 2500 feet westwardly from the
southeast corner of the top of slope of the Industrial Fill, as so surveyed and
monumented by the U.S. Engineers; running thence northwardly at right angles to
said south line of top of slope 800 feet to the south line of Channel Avenue
(100 feet wide); thence westwardly along the south line of said Channel Avenue
262.36 feet; thence southwestwardly along a curve with radius of 337.03 feet a
distance of 309.57 feet, to a point in the east line of Port Street; thence
southwardly with said east line of Port Street 666.65 feet to the top of the
slope of said Industrial Fill; thence continuing southwardly on the same line
436.73 feet more or less to the Harbor Channel Line as established and
maintained by the U.S. Engineers; thence northeastwardly along said Harbor
Channel Line 34.21 feet to an angle point; thence eastwardly along said Harbor
Channel Line 515.88 feet; thence northwardly 425 feet more or less to the point
of beginning.
Tract No.
2
A parcel
of land containing .264 acres lying between Lot 4 of the Memphis & Shelby
County Port Commission’s Industrial Subdivision on Presidents Island as per plat
of said subdivision filed for record July 1, 1952 and of record in Plat Book 17,
Page 2 of the Registers Office of Shelby County, Tennessee, and the Railroad
Right-of-Way lying northeast of said Lot 4, and more particularly described as
follows:
Beginning
at a point in the south property line of Channel Avenue 49.22 feet east of the
intersection of the south line of Channel Avenue with the east line of Port
Street and running eastwardly with the south line of Channel Avenue 216.50 feet,
thence southwestwardly 309.57 feet along a curved line having a radius of 337.03
feet to the east line of Port Street, thence northwardly along the east line of
Port Street 84.14 feet to a point of curvature, thence northeastwardly 77.75
feet along a curved line having a radius of 50 feet to the point of
beginning.
Being the
same property conveyed to SemMaterials, L.P., an Oklahoma limited partnership,
by Special Warranty Deed of record at Instrument No. 05086978, in the Register’s
Office of Shelby County, Tennessee.
Property
Address: 1285
Channel Avenue
Tax ID#
50-107-2
Said
property also being described as follows:
Beginning
at a new capped iron rod in the south line of Channel Avenue (100’ wide), said
point being 528.01’ east of the east line of Port Street, and also being the
northwest corner of the Lot 3 of the Port Commission’s industrial subdivision;
thence S 20° 40’ 46” E coincident with the west line of said Lot 3 a distance of
1010.12’ to a new capped iron, and continuing for a total distance of 1225.00’
to a point in Harbor Channel; thence S 69° 19’ 14” W a distance of 515.88’ to a
point in Harbor Channel; thence S 51° 07’ 14” W a distance of 34.21’ to a point
in Harbor Channel; thence N 19° 44’ 08” W coincident with the east line of Port
Street a distance of 266.15’ to a new capped iron, and continuing for a total
distance of 1186.67’ to a point of curve; thence northeast along a curve to the
right, having a radius of 50.00’, an arc distance of 77.72’ to a point of
tangent; thence N 69° 19’ 14” E coincident with the south line of Channel Avenue
a distance of 478.83’ to the point of beginning, containing 15.12
acres.
Memphis, TN (EM
Marathon)
PARCEL
1:
Lots 109
and 110 of the Memphis and Shelby County Port Commission’s Industrial
Subdivision, as shown on record in Plat Book 17, Page 2, in the Register’s
Office of Shelby County, Tennessee, to which plat reference is hereby made for a
more particular description of said property.
PARCEL
2:
Lot 111
of the Memphis and Shelby County Port Commission’s Industrial Subdivision, as
shown on record in Plat Book 17, Page 2, in the Register’s Office of Shelby
County, Tennessee, to which plat reference is hereby made for a more particular
description of said property.
Austin,
TX
BEING
3.29 ACRES OF LAND, MORE OR LESS, OUT OF AND A PART OF TRACT 5-B, OF SUBDIVISION
OF THE MRS. A.B. PAYTON ESTATE, A PORTION OF THE JAMES P. WALLACE LEAGUE, IN
TRAVIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN/UNDER
BOOK 3, PAGE 259 OF THE PLAT RECORDS OF TRAVIS COUNTY, TEXAS, SAID 3.29 ACRE
TRACT BEING OUT OF 5.58 ACRES AS DESCRIBED IN/UNDER VOLUME 2274, PAGE 504 OF THE
REAL PROPERTY RECORDS OF TRAVIS COUNTY, TEXAS, SAID 3.29 ACRE TRACT BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, TO-WIT:
BEGINNING
AT A ½ INCH IRON ROD FOUND ON THE WESTERLY RIGHT-OF-WAY LINE OF THE MISSOURI
PACIFIC RAILROAD, SAID POINT ALSO BEING THE NORTHEAST CORNER OF LOT THREE (3) OF
THE ATRIUM, A SUBDIVISION RECORDED IN VOLUME 83, PAGE 125C OF THE PLAT RECORDS
OF TRAVIS COUNTY, STATE OF TEXAS; THENCE NORTH 61° 07’ 47” WEST, ALONG THE
NORTHERLY LINE OF SAID LOT 3 (PLAT CALL IS NORTH 61° 06’ 34” WEST), A DISTANCE
OF 403.53 FEET (PLAT CALL IS 403.29 FEET), TO A FOUND 1/2 INCH IRON ROD AT THE
NORTHWEST CORNER OF SAID LOT 3, SAID NORTHWEST CORNER ALSO BEING IN THE EASTERLY
RIGHT-OF-WAY LINE OF MO-PAC EXPRESSWAY; THENCE NORTHEASTERLY ALONG SAID EASTERLY
RIGHT-OF-WAY LINE, ALONG A CURVE TO THE RIGHT, WITH A CHORD BEARING OF NORTH 41°
58’ 04” EAST, A CHORD DISTANCE OF 358.93 FEET, A RADIUS OF 627.07 FEET, AND AN
ARC DISTANCE OF 364.01 FEET TO A FOUND TEXAS DEPARTMENT OF TRANSPORTATION
(TXDOT) BRASS MONUMENT; THENCE CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE,
NORTH 58° 37’ 22” EAST, A DISTANCE OF 97.65 FEET TO A FOUND 3/4 INCH IRON ROD ON
THE SOUTHERLY LINE OF A TRACT CONVEYED TO JOHN JOSEPH, RECORDED IN VOLUME 3365,
PAGE 1163 OF THE DEED RECORDS OF TRAVIS COUNTY, STATE OF TEXAS, FROM WHICH BEARS
A FOUND 3/4 INCH BOLT NORTH 58° 38’ 17” EAST, A DISTANCE OF 84.82 FEET; THENCE
SOUTH 61° 11’ 45” EAST, ALONG SAID SOUTHERLY LINE, A DISTANCE OF 204.56 FEET TO
A FOUND 1/2 INCH IRON ROD IN THE WESTERLY RIGHT-OF-WAY LINE OF THE MISSOURI
PACIFIC RAILROAD, FROM WHICH BEARS A FOUND 1/2 INCH BOLT, NORTH 19° 49’ 45”
EAST, A DISTANCE OF 75.00 FEET; THENCE SOUTH 19° 49’ 34” WEST, ALONG SAID
WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 440.07 FEET TO THE POINT OF
BEGINNING.
Ennis,
TX
TRACT
I:
All that
certain lot, tract or parcel of land situated in the City of Ennis, Ellis
County, Texas, and being part of the Claiborne Garrett Survey Abstract 383, and
also being a portion of Lot 1 of Koch Subdivision, an addition to the City of
Ennis, as recorded in Cabinet C, Slide 30, Map Records of Ellis County, and
being more particularly described as follows:
BEGINNING
at a 1/2 inch iron rod found for corner in the westerly right-of-way line of Old
Highway 75 (an unknown width public right-of-way) at the northeasterly corner of
said Lot 1;
THENCE in
a southerly direction along said westerly line of Old Highway 75 and along a
curve to the left whose chord bears South 32 degrees 09 minutes 15 seconds East
a distance of 336.57 feet and having a radius of 2924.79 feet, a central angle
of 06 degrees 36 minutes 49 seconds and an arc length of 336.76 feet to a point
for corner in the northerly line of a gravel road;
THENCE in
a westerly and southwesterly direction along the northerly and northwesterly
line of said public street the following calls:
South 55
degrees 48 minutes 50 seconds West a distance of 145.17 feet to a point for
corner;
South 61
degrees 59 minutes 19 seconds West a distance of 230.94 feet to a point for
corner;
South 48
degrees 06 minutes 08 seconds West a distance of 130.41 feet to a point for
corner;
South 26
degrees 39 minutes 28 seconds West a distance of 55.10 feet to a point for
corner;
THENCE
North 29 degrees 14 minutes 07 seconds West a distance of 136.56 feet to a point
for corner being the beginning of a curve to the right;
THENCE in
a northerly direction along said curve to the right having a radius of 413.39
feet, a central angle of 17 degrees 49 minutes 00 seconds and an arc length of
128.55 feet to a point for corner being the end of said curve;
THENCE
North 11 degrees 25 minutes 07 seconds West a distance of 74.33 feet to a point
for a corner;
THENCE
North 61 degrees 25 minutes 18 seconds East a distance of 78.60 feet to a point
for corner;
THENCE
North 11 degrees 25 minutes 07 seconds West a distance of 79.73 feet to a point
for corner in the northerly line of said Lot 1;
THENCE
North 61 degrees 33 minutes 18 seconds East along the northerly line of said Lot
1 a distance of 388.52 feet to the POINT OF BEGINNING and containing 178,541
square feet or 4.0987 acres, more or less.
TRACT
II
ALL that
certain lot, tract or parcel of land being situated in the CLAIBORNE GARRETT
SURVEY, ABSTRACT NUMBER 383, City of Ennis, Ellis County, Texas, and being those
same parcels as conveyed to Owens Corning Composite Materials LLC, warranty deed
recorded in Volume 2279, Page 275, Official Public Records, Ellis County, Texas,
and being described as Tract Two – Tract One and Tract Two herein, with Tract
Three being a portion of LOT 1, KOCH SUBDIVISION, an Addition to the City of
Ennis, Ellis County, Texas, according to the Plat thereof recorded in Cabinet C,
Slide 30, Map Records, Ellis County, Texas, and all being more particularly
described by metes and bounds as follows:
PARCEL
ONE:
BEGINNING
at a point for corner at the intersection of the southerly right-of-way line of
Cedar Road (an apparent 50 foot wide public right-of-way) and the westerly
right-of-way line of Old Highway 75 (an unknown width public right-of-way), said
point also being on a curve whose radius point bears North 71 degrees 37 minutes
54 seconds East, a distance of 2924.79 feet;
THENCE
Southerly, with said curve and said westerly right-of-way line, passing a found
1/2 inch iron rod at 0.28 feet, continuing through a central angle of 09 degrees
18 minutes 48 seconds, an arc distance of 4475.42 feet to a point for corner
being the northeast corner of Lot 1 of Koch Subdivision as filed in Cabinet C,
Slide 30, Map Records of Ellis County, Texas;
THENCE
South 61 degrees 25 minutes 18 seconds West, departing said right-of-way line, a
distance of 498.40 feet to a point for corner on the easterly right-of-way line
of the Texas Midland Railroad Company property (a 30 foot wide railroad
right-of-way);
THENCE
North 11 degrees 25 minutes 07 seconds West, along said railroad right-of-way, a
distance of 494.35 feet to a point for corner;
THENCE
North 61 degrees 25 minutes 18 seconds East, a distance of 388.81 feet to the
POINT OF BEGINNING and containing 206,786 square feet or 4.7472 acres of land,
more or less.
PARCEL
TWO
Being a
tract or parcel of land situated in the City of Ennis, Ellis County, Texas, and
being part of the Claiborne Garrett Survey Abstract 383, and also being a
portion of Lot 1 of Koch Subdivision, an addition to the City of Ennis as
recorded in Cabinet C, Slide 30 of the Map Records of Ellis County, and being
more particularly described as follows:
BEGINNING
at a point for corner at an iron rod set in the Northwesterly line of a public
street said point being the southwesterly corner of said Lot 1;
THENCE
North 29 degrees 14 minutes 07 seconds West along the westerly line of said Lot
1 a distance of 156.88 feet to a point for corner being the beginning of a curve
to the right;
THENCE in
a Northerly direction continuing along said westerly line and along said curve
to the right having a radius of 443.39 feet, a central angle of 17 degrees 49
minutes 00 seconds, and an arc length of 137.88 feet to a point for corner being
the end of said curve;
THENCE
North 11 degrees 24 minutes 13 seconds West continuing along said westerly line
a distance of 145.08 feet to a point for corner;
THENCE
North 61 degrees 25 minutes 18 seconds East along the northerly line of said Lot
1 a distance of 109.88 feet to a point for corner;
THENCE
South 11 degrees 25 minutes 07 seconds East a distance of 79.73 feet to a point
for corner;
THENCE
South 61 degrees 25 minutes 18 seconds West a distance of 78.60 feet to a point
for corner;
THENCE
South 11 degrees 25 minutes 07 seconds East a distance of 74.33 feet to the
beginning of a curve to the left;
THENCE in
a southerly direction along said curve to the left having a radius of 413.39
feet, a central angle of 17 degrees 49 minutes 00 seconds, an arc length of
128.55 feet to a point for corner being the end of said curve;
THENCE
South 29 degrees 14 minutes 07 seconds East a distance of 136.56 feet to a point
for corner in a gravel road;
THENCE
South 26 degrees 39 minutes 28 seconds West along the northwesterly line of said
gravel road, a distance of 36.24 feet to the POINT OF BEGINNING and containing
18,881 square feet or 0.4334 acres of land, more or less.
TRACT
III:
Easement
Estate created in Easement dated June 7, 1977, recorded in Volume 610, Page 906,
Deed Records, Ellis County, Texas; as affected by Assignment and Assumption of
Easement dated December 31, 2007, filed January 16, 2008, recorded under Volume
2362, Page 2045 of the Real Property Records of Ellis County,
Texas.
Lubbock,
TX
TRACT I:
All that
portion of Tract 2, Marnel’s Industrial Addition to the City of Lubbock, Lubbock
County, Texas, according to the Map, Plat, and/or Dedication Deed thereof,
recorded in Volume 950, Page 403, Deed Records of Lubbock County, Texas, being
further described as follows:
BEGINNING
at 1/2” iron rod
(set) at the Northeast corner of said Tract 2, which bears South 2638.1 feet and
West 32.1 feet from the Northeast corner of Section 16 Block A, Lubbock County,
Texas:
THENCE
South, along the East
line of said Tract 2, a distance of 500.00 feet;
THENCE
West a distance of
185.8 feet to 3/4” iron rod (found);
THENCE
South a distance of
236.00 feet;
THENCE
West a distance of 0.42
feet;
THENCE
South a distance of
224.8 feet to a 1/2” iron rod (set) flush with a building wall;
THENCE
South 19° West a
distance of 135.17 feet to a 1/2” iron rod (set) in the west line of said Tract
II;
THENCE
North, along the West
line of said Tract 2, a distance of 1088.40 feet to a 1/2” iron rod (set) at the
Northwest corner of said Tract 2; THENCE East, along the North line of said
Tract 2, a distance of 230.00 feet to the
POINT OF
BEGINNING
.
TRACT
II:
All that
strip of land located on both sides of the common line between Sections 15 and
16, Block A, Lubbock County, Texas bounded on the East by a line parallel with
and 47.9 feet East of said Section line, and on the West by a line parallel
with and 32.1 feet West of said Section line, being further described
as follows:
BEGINNING
at a 3/4” rod
(found) which bears South 2683.1 feet and East 47.9 feet from the Northeast
corner of Section 16 and the Northwest corner of Section 15, Block A, Lubbock
County, Texas;
THENCE
South a distance of 500.00 feet to a 3/4” rod (found);
THENCE
West a distance of 80.00 feet to a point in the West line of Tract 2, Marnel’s
Industrial Addition, to the City of Lubbock County, Texas;
THENCE
North, along the East
line of said Tract 2, a distance of 500.00 feet to the Northeast corner of said
Tract 2;
THENCE
East a distance of
80.00 feet to the
POINT OF
BEGINNING
.
TRACT
III:
A 30.0
FOOT WIDE STRIP OF LAND LYING CONTIGUOUS TO AND WESTERLY OF LOT 2, TRACT 3 OF
MARNELS INDUSTRIAL ADDITION TO THE CITY OF LUBBOCK, AS ESTABLISHED BY
CERTIFICATE OF DEDICATION RECORDED FEBRUARY 7, 1966 IN VOLUME 1072, PAGES 560 ET
SEQ., DEED RECORDS OF LUBBOCK COUNTY, TEXAS, SITUATED IN THE E 1/2 OF SECTION
16, BLOCK 1, T.T.R.R. CO. SURVEY, LUBBOCK COUNTY, TEXAS, AND BEING A PORTION OF
THAT CERTAIN 95.56 ACRE TRACT OF LAND DESCRIBED IN DEED FROM WALKER STANTON, ET
AL DATED JUNE 20, 1950, RECORDED IN BOOK 417, PAGE 36, DEED RECORDS OF LUBBOCK
COUNTY, TEXAS, DESCRIBED AS FOLLOWS, TO-WIT:
COMMENCING
AT THE SOUTHWEST CORNER OF SAID LOT 2, TRACT 3 OF MARNELS INDUSTRIAL ADDITION;
THENCE NORTHERLY ALONG THE WESTERLY BOUNDARY OF SAID LOT 2, TRACT 3 ALONG A
CURVE TO THE LEFT, HAVING A RADIUS OF 620.76 FEET WITH LONG CHORD BEARING NORTH
09°26’27” EAST, 107.76 FEET TO THE TRUE POINT OF BEGINNING, THENCE CONTINUING
NORTHERLY ALONG SAID CURVE AND ALONG THE WESTERLY BOUNDARY OF SAID LOT 2, TRACT
3 AN ARC DISTANCE OF 50.05 FEET TO A POINT OF TANGENCY; THENCE NORTH 00°09’30”
WEST, 523.8 FEET, MORE OR LESS, TO A POINT IN THE SOUTH LINE OF LOT 1, TRACT 3
OF SAID MARNELS INDUSTRIAL ADDITION TO THE CITY OF LUBBOCK; THENCE WEST ALONG
SAID SOUTH LINE 30.0 FEET; THENCE SOUTH 00°09’30” EAST 523.8 FEET, MORE OR LESS,
TO A POINT 30.0 FEET WEST OF THE HEREINABOVE DESCRIBED POINT OF TANGENCY; THENCE
SOUTHERLY ALONG A TANGENTIAL CURVE TO THE RIGHT HAVING A RADIUS OF 590.76 FEET,
AN ARC DISTANCE OF 47.72 FEET; THENCE EASTERLY 30.0 FEET TO THE TRUE POINT OF
BEGINNING.
TRACT
IV:
A portion
of Tract No. 2, Marnels Industrial Addition to the City of Lubbock, Lubbock
County, Texas, according to the map, plat and/or dedication deed thereof
recorded in Volume 950, Page 403, Deed Records of Lubbock County, Texas and that
Eighty Foot (80) foot wide tract of land adjacent thereto located in the West
half (W/2) of Section Fifteen (15) and the East Half (E/2) of Section Sixteen
(16), Block A, Lubbock County, Texas, further described as follows:
Beginning
at a point in the East line of Section 16 which bears South a distance of
3,183.1 feet from the Northeast corner of Section 16, Block A, Lubbock County,
Texas; Thence West, parallel to the North line of Section 16, at 32.1 feet past
the East line of Tract No. 2, Marnels Industrial Addition, continuing for a
total distance of 217.9 feet to a 1/2” iron rod with cap found at the Northwest
corner of this tract; thence South, parallel to the East line of Section 16, a
distance of 219.85 feet to a 1/2” iron rod with cap set for the Southwest corner
of this tract; thence East, parallel to the North line of Section 16, a distance
of 265.8 feet to a 1/2” iron rod with cap set for the Southeast corner of this
tract; thence North, parallel to the East line of Section 16, a distance of
219.85 feet to a 3/4” iron rod found for the Northeast corner of this tract;
thence West, parallel to the North line of Section 15, a distance of 47.9 feet
to the point of beginning.
TRACT V:
BEGINNING
at a point in the East line of Section 16 which bears South a distance of
3,183.1 feet from the Northeast corner of Section 16, Block A, Lubbock County,
Texas;
THENCE
West, parallel to the North line of Section 16, at 32.1 feet past the East line
of Tract No. 2, MARNELS INDUSTRIAL ADDITION, continuing for a total distance of
217.9 feet to a 1/2” iron rod with cap set for the Northwest corner of this
tract;
THENCE
South, parallel to the East line of Section 16, a distance of 236.00 feet to a
cross cut on concrete;
THENCE
West, parallel to the North line of Section 16, a distance of 0.42 feet to a
crow’s foot cut on concrete;
THENCE
South, parallel to the East line of Section 16, a distance of 224.8 feet to a
1/2” iron rod found flush with a building wall;
THENCE S.
19° W, a distance of 135.17 feet to a 1/2” iron rod found in the West line of
Tract No. 2, MARNELS INDUSTRIAL ADDITION, also being the East line of a railroad
easement recorded in Volume 1281, Page 684, Deed Records of Lubbock County,
Texas;
THENCE
South, parallel to the East line of Section 16 and along the West line of said
Tract No. 2 and the East line of said railroad easement, a distance of 77.38
feet to a 3/4” iron rod found at the Southwest corner of this
tract;
THENCE N.
77° 14’ E. a distance of 235.83 feet to a 1/4” iron rod with cap set in the East
line of said Tract No. 2;
THENCE N.
66°03’32” E., at 35.12 feet past the East line of Section 16 and the West line
of Section 15, continuing for a total distance of 87.53 feet to a 1/2” iron rod
with cap set for the Southeast corner of this tract;
THENCE
North, parallel to the West line of Section 15, a distance of 578.3 feet to a
3/4” iron rod found at the Northeast corner of this tract;
THENCE
West, parallel to the North line of Section 15, a distance of 47.9’ to the POINT
OF BEGINNING;
SAVE
& EXCEPT that portion described by metes and bounds as follows;
A portion
of Tract No. 2, Marvels Industrial Addition to the City of Lubbock, Lubbock
County, Texas, according to the map, plat, and/or dedication deed thereof
recorded in Volume 950, Page 403, Deed Records of Lubbock County, Texas and that
80 foot wide tract of land adjacent thereto located in the West Half of Section
15 and the East Half of Section 16, Block A, Lubbock County, Texas, being
further described as follows:
BEGINNING
at a point in the East line of Section 16 which bears South a distance of
3,183.1 feet from the Northeast corner of Section 16, Block A, Lubbock County,
Texas;
THENCE
West, parallel to the North line of Section 16, at 32.1 feet past the East line
of Tract No. 2, Marnels Industrial Addition, continuing for a total distance of
217.9 feet to a 1/2” iron rod with cap found at the Northwest corner of this
tract;
THENCE
South, parallel to the East line of Section 16, a distance of 219.85 feet to a
1/2” iron rod with cap set for the Southwest corner of this tract;
THENCE
East, parallel to the North line of Section 16, a distance of 265.8 feet to a
1/2” iron rod with cap set for the Southeast corner of this tract;
THENCE
North, parallel to the East line of Section 16, a distance of 219.85 feet to a
3/4” iron rod found for the Northeast corner of this tract;
THENCE
West, parallel to the North line of Section 15, a distance 47.9 feet to the
POINT OF BEGINNING.
TRACT
VI:
Lot Two
(2), Tract Three (3), MARNELS INDUSTRIAL, Addition to the City of Lubbock,
Lubbock County, Texas according to the Map, Plat, and/or Dedication Deed thereof
recorded in Volume 1072, page 560, Deed Records of Lubbock County,
Texas.
TRACT
VII:
A tract
of land situated in Section 15 and Section 16, Block A, Lubbock County, Texas
and a part of a tract of land described in deed recorded in Volume 4412, Page
166, Real Property Records of Lubbock County, Texas being more particularly
described by metes and bounds as follows, to-wit:
Commencing
at a 3-4 inch iron rod found at the Northwest corner of Lot 1, Keystone Fleming
Addition to the City of Lubbock recorded in Volume 515, Page 420 of the Deed
Records of Lubbock County, Texas said corner being in the Easterly right-of-way
line of the Atchison Topeka and Santa Fe Railroad;
Thence
North 00 degrees 09 minutes 30 seconds West, along said Easterly right-of-way
line a distance of 80.00 feet to a 1-2 inch iron rod found at the Southwest
corner of Lot 1, Sojo Addition to the City of Lubbock according to the Map or
Plat recorded in Volume 4709, Page 43 of the Real Property Records of Lubbock
County, Texas.
Thence
continuing North 00 degrees 09 minutes 30 seconds West, along said Easterly
right-of-way line and the Westerly line of said Lot 1, Sojo Addition, a distance
of 183.65 feet to a 5-8 inch iron rod found at an angle point of said Easterly
right-of-way line and said Westerly line;
Thence
North 26 degrees 44 minutes 42 seconds East, along said Easterly right-of-away
line and said Westerly line, a distance of 74.90 feet to a 1-2 inch iron rod
found at the Northwest corner of said Lot 1, Sojo Addition and the Point of
Beginning of said tract of land;
Thence
Northerly; Westerly and Northeasterly along said Easterly right-of-way line, the
following:
Thence
North 26 degrees 44 minutes 42 seconds East a distance of 50.11 feet to a found
1-2 inch iron rod;
Thence
North 85 degrees 38 minutes 53 seconds West a distance of 56.89 feet to a 1-2
inch iron rod found at the beginning of a curve to the right;
Thence
Northeasterly, along, a curve to the right, having a central angle of 21 degrees
55 minutes 38 seconds and a radius of 701.00 feet, an arc distance of 268.27
feet, said curve having a chord bearing and distance of North 22 degrees 46
minutes 52 seconds East, 266.64 feet to a 1-2 inch iron rod found at the
beginning of a curve to the right;
Thence
Northeasterly, along a curve to the right, having a central angle of 27 degrees
06 minutes 30 seconds and a radius of 400.00 feet, an arc distance of 189.25
feet, said curve having a chord bearing and distance of North 52 degrees 27
minutes 14 seconds East, 187.49 feet, to a found 1-2 inch iron rod;
Thence
North 66 degrees 11 minutes 44 seconds East, a distance of 96.55 feet to a 1-2
inch iron rod found at the beginning of a curve to the right
Thence
Northeasterly, along a curve to the right, having a central angle of 13 degrees
17 minutes and 30 seconds and a radius of 650.00 feet; an arc distance of 150.79
feet, said curve having a chord bearing and distance of North 74 degrees 16
minutes 16 seconds East, 150.45 feet, to a 1-2 inch iron rod found at the
beginning of a curve to the left;
Thence
Northeasterly, along a curve to the left, having a central angle of 19 degrees
29 minutes, 36 seconds and a radius of 488.00 feet, an arc distance of 166.03
feet, said curve having a chord bearing and distance of North 72 degrees 27
minutes 57 seconds East, 165.23 feet to a 1-2 inch iron pipe found in the
Westerly line of a tract of land described in deed recorded in Volume 8291, Page
340 of the aforementioned deed records;
Thence
South 00 degrees 01 minutes 22 seconds East, along said Westerly line, a
distance of 527.71 feet to a 1-2 inch iron rod round in the Easterly
right-of-way line of North Avenue “P”(60’ right-of-way);
Thence
North 90 degrees 00 minutes 00 seconds West, passing at 60.00 feet a 1-2 inch
iron rod (found at the Northeast corner of the aforementioned Lot 1, Sojo
Addition, and from said corner along the Northerly line of said Lot 1, Sojo
Addition. In all a distance of 631.65 feet to said Point of Beginning of said
tract of land containing 5.897 acres within the metes recited.
Saginaw,
TX
TRACT
I:
Lot 1R,
Block 1, KOCH ADDITION, an Addition to the City of Saginaw, TARRANT County,
Texas, according to the map or plat thereof recorded in Cabinet A, Slide 2783,
of the Plat Records of TARRANT County, Texas.
TRACT
II:
Lot 2,
Block 1, Koch Addition, an Addition to the City of Saginaw, TARRANT County,
Texas, according to the map or plat thereof recorded in Cabinet A, Slide 4141 of
the Plat Records of TARRANT County, Texas.
TRACT
III:
A 2.250
acres tract of land situated in the J. H Biles Survey, Abstract Number 119, City
of Saginaw, Tarrant County, Texas and being a portion of the Edgar Kerr
Subdivision, an Addition to the town of Saginaw as recorded in Volume 309, Page
13 of the Plat Records of Tarrant County, Texas, being more particularly
described as follows, to wit:
Beginning
at the found 5/8” iron rod that is the Southeasterly corner of Lot Two (2),
Block One (1), Koch Addition and that certain 6.233 acre tract of land described
in the deed to Koch Materials Company, as recorded in Volume 13023, Page 0073 of
the Deed Records of Tarrant County, Texas; thence South 33°56’21” East, and an
extension of the Easterly line of said Lot 2, Block 1 (Plat Call South 33°56’00”
East), a distance of 400.00 feet to a set 1/2” iron rod with cap stamped “RPLS
5546”; Thence South 56°00’00” West, parallel to the Southerly line of said Lot
2, Block 1, a distance of 245.00 feet, to a set 1/2” iron rod with cap stamped
“RPLS 5546”; Thence North 33°56’21” West, a distance of 400.00 feet to a set
1/2” iron rod in the Southerly line of said Lot 2, Block 1; Thence North
56°00’00” East, along said Southerly line, a distance of 245.00 feet to the
point of beginning.
TRACT IV:
Road
Easement by and between Fargam Land & Grain, Inc. and SemMaterials, L.P.
recorded on January 31, 2006, under Instrument File No. D206029961, covering the
following described tract of land:
A tract
of land situated. in the DAVIS STRICKLAND SURVEY, ABSTRACT NUMBER 1408 and the
J. BILES SURVEY, ABSTRACT NUMBER 119, City of Saginaw, Tarrant County, Texas,
and being a portion of the EDGAR KERR SUBDIVISION, an addition to the Town of
Saginaw, as recorded in Volume 309, Page 13, Plat Records, Tarrant County,
Texas, being more particularly described as follows, to-wit:
BEGINNING
at a set ½ inch iron rod with cap stamped “RPLS 5546” which bears South 33
degrees 56 minutes 21 seconds East (Plat call South 33 degrees 56 minutes 00
seconds East) 400.00 feet from the southeast corner of Lot Two (2), Block (1),
Koch Addition, a found 5/8 inch iron rod;
THENCE
South 33 degrees 56 minutes 21 seconds East (Plat call South 33 degrees 56
minutes 00 seconds East) a distance of 296.41 feet;
THENCE
South 01 degree 08 minutes 25 seconds West, a distance of 153.85
feet;
THENCE
South 30 degrees 01 minute 02 seconds East, a distance of 122.77 feet to the
northerly edge of existing concrete paving;
THENCE
5.00 feet, more or less, on the easterly side of said paving the
following:
THENCE
South 59 degrees 31 minutes 18 seconds East, a distance of 14.10
feet;
THENCE
South 06 degrees 32 minutes 18 seconds East, a distance of 54.78
feet;
THENCE
South 52 degrees 52 minutes 41 seconds West, a distance of 11.60
feet;
THENCE
South 09 degrees 32 minutes 10 seconds West, a distance of 159.05
feet;
THENCE
South 35 degrees 27 minutes 42 seconds East, a distance of 291.58
feet;
THENCE
South 04 degrees 00 minutes 33 seconds East, a distance of 598.05
feet;
THENCE
South 43 degrees 52 minutes 03 seconds West, a distance of 54.90 feet to the
northeasterly right of way line of Burlington Road;
THENCE
North 34 degrees 00 minutes 00 seconds West, along said right of way line, a
distance of 45.82 feet;
THENCE
5.00 feet, more or less, on the westerly side of said paving the
following:
THENCE
North 50 degrees 51 minutes 49 seconds East, a distance of 39.80
feet;
THENCE
North 04 degrees 00 minutes 33 seconds West, a distance of 525.04
feet;
THENCE
North 15 degrees 21 minutes 42 seconds West, a distance of 54.84
feet;
THENCE
North 35 degrees 27 minutes 42 seconds West, a distance of 282.44
feet;
THENCE
North 16 degrees 19 minutes 28 seconds East, a distance of 49.84
feet;
THENCE
North 09 degrees 32 minutes 10 seconds East, a distance of 121.11
feet;
THENCE
North 17 degrees 32 minutes 44 seconds East, a distance of 11.84
feet;
THENCE
North 79 degrees 17 minutes 00 seconds West, a distance of 17.22
feet;
THENCE
North 7 degrees 35 minutes 21 Seconds West, a distance of 18.63
feet;
THENCE
North 62 degrees 53 minutes 40 seconds East, a distance of 15.44
feet;
THENCE
North 28 degrees 47 minutes 48 seconds West, a distance of 8.02 feet to said
northerly edge of concrete paving;
THENCE
North 30 degrees 01 minute 02 seconds West, a distance of 131.14
feet;
THENCE
North 01 degree 08 minutes 25 seconds East, a distance of 145.36
feet;
THENCE
North 33 degrees 56 minutes 23 seconds West, a distance of 292.93
feet;
THENCE
North 56 degrees 00 minutes 00 seconds East, a distance of 34.24 feet to the
point of beginning.
Newport News,
VA
All that
certain lot, piece or parcel of land, with the buildings and improvements
thereon, situate, lying and being in the City of Newport News, State of
Virginia, to-wit:
BEGINNING
at a point on the westerly right of way line of Terminal Avenue at a point which
marks the southwesterly corner and end of Terminal Avenue and is distant 709.39
feet from the intersection of the center-line of 6th Street. And from the point
of beginning thus established; thence S26°23’00”E, a distance of 162.22 feet to
an iron pipe; thence S09°32’01”W, a distance of 70.80 feet to an iron pipe;
thence, running 100.49 feet along the arc of a curve to the left to an iron
pipe, said curve having a radius of 529.73 feet and a central angle of
10°52’07”; thence S26°23’00”E, a distance of 243.15 feet to an iron pipe; thence
S 11°06’00”W, a distance of 515 feet +/- to mean low water of the James River;
thence along the edge of the James River in a northwesterly direction, a
distance of 400 feet +/- to a point; thence in a northeasterly direction 80 feet
+/- to a point; thence in a northwesterly direction 120 feet +/- to a point;
thence N08°25’27”E, a distance of 335 feet +/- to an iron pipe; thence
N26°35’33”W, a distance of 240.10 feet to an iron pipe; thence N09°58’27”E, a
distance of 899.60 feet to an iron pipe on the westerly right of way line of
Terminal Avenue; thence, along the westerly right of way line of Terminal
Avenue, S26°23’00”E, a distance of 657.42 feet to the POINT OF BEGINNING,
containing 14.023 acres, more or less.
Excepting
and reserving unto The Chesapeake and Ohio Railway Company, the ownership in and
to a sanitary sewer line and appurtenances traversing the southerly side of said
parcel above-described; Together with a perpetual easement, for the continued
location, operation, maintenance, repair and replacement of same, said easement
being ten (10) feet in width over a strip of land and more particularly
described in the deed dated November 1, 1978, recorded in Deed Book 1011, page
302.
LESS,
SAVE AND EXCEPT that portion of the property conveyed to the Commonwealth of
Virginia for Road purposes by Certificate of Deposit #C-33134, dated October 4,
1985, recorded in Deed Book 1104, page 710 and shown in State Highway Plat Book
B, pages 353 and 354.
TOGETHER
WITH an easement for ingress and egress, and the continued location, use and
maintenance of a roadway, over and across a certain portion of that parcel of
land conveyed to Hampton Roads Sanitation District by instrument dated May 13,
1974, recorded in Deed Book 874, page 179, as granted in instrument dated
November 28, 1978, recorded in Deed Book 1011, page 364.
IT BEING
the same property conveyed to SemMaterials, L.P., an Oklahoma limited
partnership by deed from Koch Materials, LLC, dated December 12, 2006, recorded
in Deed Book 2208, page 1517.
Said
property is also described by referenced to an unrecorded ALTA/ACSM Land Title
Survey, coordinated by International Land Services, Inc., certified by Charles
E. Rozier, L.S., dated May 10, 2005, last revised June 15, 2005, as
follows:
Commencing
at a centerline intersection of 6th Street and Terminal Avenue; thence North 44
degrees 09 minutes 10 seconds West, a distance of 174.46 feet to an iron pipe
found, the point of beginning; thence South 26 degrees 23 minutes 00 seconds
East, a distance of 496.41 feet to an iron pipe found; thence South 09 degrees
32 minutes 01 seconds West, a distance of 70.80 feet to an iron pipe found to
the point of a curve to the left, having a radius of 529.73 feet, a length of
100.49 feet, and a chord of South 20 degrees 56 minutes 58 seconds East 100.34
feet; thence South 26 degrees 23 minutes 00 seconds East, a distance of 243.15
feet to an iron pipe found; thence South 11 degrees 06 minutes 00 seconds West,
a distance of 515.00 feet to the mean high water mark of the James River; thence
North 75 degrees 36 minutes 23 seconds West, a distance of 396.19 feet to the
mean high water mark of the James River; thence North 14 degrees 58 minutes 51
seconds East, a distance of 73.23 feet to the mean high water mark of the James
River; thence North 80 degrees 59 minutes 47 seconds West, a distance of 128.54
feet to a found “X” on bulkhead; thence North 07 degrees 44 minutes 04 seconds
East, a distance of 332.38 feet to an iron pipe found; thence North 25 degrees
23 minutes 57 seconds West, a distance of 239.99 feet to an iron pipe found;
thence North 09 degrees 58 minutes 27 seconds East, a distance of 574.14 feet to
an iron pipe found; thence North 45 degrees 04 minutes 48 seconds East, a
distance of 47.27 feet to a calculated point; thence North 81 degrees 06 minutes
09 seconds East, a distance of 107.56 feet to a calculated point; thence South
71 degrees 07 minutes 44 seconds East, a distance of 60.40 feet to the point of
beginning. Containing 580,312 square feet or 13.32 acres, more or
less.
Spokane Valley,
WA
PARCEL
1:
THAT
PORTION OF LOT 16 OF ALTERED SPOKANE COUNTY BINDING SITE PLAN NO. 87-17, AS PER
PLAT THEREOF RECORDED IN VOLUME 1 OF BINDING SITE PLANS, PAGE 22A, DESCRIBED AS
FOLLOWS:
BEGINNING
AT THE SOUTHEASTERLY CORNER OF SAID LOT 16; THENCE NORTHERLY ALONG THE EAST LINE
OF SAID LOT, 211.83 FEET TO THE SOUTHEASTERLY CORNER OF LOT 17 OF SAID BINDING
SITE PLAN; THENCE NORTH 89°49’03” WEST 263.77 FEET; THENCE SOUTH 00°21’00” WEST
283.48 FEET TO THE SOUTH LINE OF SAID LOT 16; THENCE NORTH 74°59’50” EAST ALONG
SAID SOUTH LINE 273.53 FEET TO THE POINT OF BEGINNING;
ALSO
SHOWN AS TRACT “C” ON THAT CERTAIN SURVEY RECORDED SEPTEMBER 20, 1996 UNDER
RECORDING NO. 4037339;
SITUATE
IN THE COUNTY OF SPOKANE, STATE OF WASHINGTON.
PARCEL
2:
TOGETHER
WITH THREE ACCESS EASEMENTS OVER SAID LOT 16 AS SHOWN UPON THAT CERTAIN SURVEY
RECORDED SEPTEMBER 20, 1996 UNDER RECORDING NO. 4037339;
ALSO
TOGETHER WITH A NON-EXCLUSIVE APPURTENANT EASEMENT OVER AND ACROSS THAT PORTION
OF TRACT B OF ALTERED BINDING SITE PLAN NO. 87-17 AS PER PLAT THEREOF RECORDED
IN VOLUME 1 OF BINDING SITE PLANS, PAGE 22A LYING WESTERLY OF THE EASTERLY LINE
OF LOT 16 (THE WESTERLY LINE OF LOT 18) IN SAID BINDING SITE PLAN PRODUCED
SOUTHERLY; FOR THE PURPOSE OF USING THE EXISTING RAILROAD TRACKS;
SITUATE
IN THE COUNTY OF SPOKANE, STATE OF WASHINGTON.
Schedule
2.05
Prior
Retained Leasehold Agreements - K.C. Asphalt
Denver-K,
CO
Commencing
at a point that is twenty (20) feet South and fifty (50) feet West of the
Northeast corner of the Southwest quarter (SW 1/4) of the Southwest quarter (SW
1/4) of Section seven (7) in Township three (3) South, Range sixty-seven West
(67W); thence approximately sixty (60) feet West to a point that is ten (10)
feet South of the center of a railroad spur track now situated on said premises;
thence in a South and Southerly direction on the South and Southerly side and
ten (10) feet from the center of said railroad spur track to the right-of-way of
the Chicago Burlington and Quincy Railroad Company (now Burlington Northern,
Inc.); thence approximately four hundred ninety-seven (497) feet in a Northerly
and North direction to the right-of-way of Interstate Highway #270; thence in a
South Easterly direction, along the Southerly border of the right-of-way of said
Interstate Highway #270, for approximately four hundred thirty-five (435) feet
to a point that is north of the point of beginning; thence South approximately,
forty-five (45) feet to the point of beginning, being one and one quarter acres,
more or less.
Schedule
2.06
Prior
Retained Leasehold Agreements - SemMaterials
Chicago,
IL
Lot
Fifty-four (54) (except the East 50 feet and the Southerly 17 feet thereof) also
the East 200 feet of Lot 56 (except the Southerly 17 feet thereof) in Sanitary
District Trustees’ Subdivision of the right of way from the North and South
center line of Section 30, Township 39 North, Range 14, East of the third
principal meridian, to the Will County line, in Cook County,
Illinois.
Also
described as follows:
A tract
of land being part of Lots 54 and 56 in Sanitary District Trustees’ Subdivision
of the right-of-way from the North and the South center line of Section 30,
Township 39 North, Range 14 East, of the third principal meridian, to the Will
County Line, in Cook County, Illinois. Being more particularly described as
follows:
Commencing
at the Northeast corner of said Lot 54; thence South 66 degrees 17 minutes 35
seconds along the Northerly property line of said Lot 54, a distance of 54.61
feet to the point of beginning; thence South 00 degrees 00 minutes 00 seconds
along a line 50.00 feet West of and parallel to the Easterly line of said lot
54, a distance of 333.23 feet; thence South 66 degrees 05 minutes 00 seconds
along a line 17.00 feet North of and parallel to the Southerly line of said Lots
54 and 56, a distance of 862.68 feet; thence North 00 degrees 12 minutes 11
seconds West, a distance of 336.16 feet to the Northerly line of said Lot 56;
thence North 66 degrees 17 minutes 35 seconds East along the Northerly line of
said Lots 56 and 54, a distance of 862.58 feet to the point of beginning,
containing 264,348 square feet, or 6.07 acres, more or less.
The above
description is the same property as contained in the report for title insurance
issued by Lawyers Title Insurance Corporation Commitment Number 10686805, having
an effective date of May 6, 2005.
PIN: 19-04-200-056-0000
19-04-200-055-0000
Address: 4100
S. Cicero Ave, Chicago
El Dorado,
KS
A tract
of land located in the Railroad right-of-way in a portion of in the West Half of
the SW1/4 of Section 36, Township 25, Range 5, East of the 6th P.M., Butler
County, Kansas, being more particularly described as follows:
Commencing
at the North right-of-way line of Track No. 39 and the East right-of-way line of
Oak Street; thence S 00°00’00” W, along said East right-of-way line, a distance
of 85.00 feet to the Point of Beginning; thence S 69°12’21” E, a distance of
282.35 feet; thence N 85°16’45” E, a distance of 195.00 feet; thence N 11°14’23”
W, a distance of 64.00 feet to a point approximately 9 feet South of the
centerline of Track No. 39; thence along a curve to the left, having a radius of
1151.44 feet, an arc length of 511.00 feet, and a chord bearing and distance N
72°06’17” E, 506.82 feet; thence S 33°35’17” E, a distance of 136.00 feet to a
point approximately 9 feet West of the centerline of the Track No. 46; thence S
29°08’37” W a distance of 45.36 feet; thence along a curve to the left, having a
radius of 1023.07 feet, an arc length of 208.42 feet, and a chord bearing and
distance of S 20°52’31” W, 208.14 feet; thence a curve to the left, having a
radius of 4159.36 feet, an arc length of 133.10 feet, a chord bearing a distance
of S 16°14’49” W, 133.10 feet; thence N 89°26’58” W, a distance of 448.00 feet;
thence N 55°48’40” W, a distance of 510.00 to the East right-of-way line of Oak
Street; thence N 00°00’00” E, along said right-of-way line, a distance of 50.00
feet to the Point of Beginning. Containing 5.61 acres.
Grand Island,
NE
A TRACT
OF LAND LOCATED IN THE SOUTH HALF (S1/2) OF THE SOUTHEAST QUARTER (SE1/4) OF
SECTION TWENTY-SEVEN (27), TOWNSHIP TWELVE (12) NORTH, RANGE NINE (9) WEST OF
THE 6
TH
P.M.,
HALL COUNTY, NEBRASKA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING
AT THE SOUTHEAST CORNER OF SAID S1/2 SE1/4; THENCE ON AN ASSUMED BEARING OF
NORTH 89 DEGREES 35 MINUTES 47 SECONDS WEST ALONG THE SOUTH LINE OF SAID S1/2
SE1/4 A DISTANCE OF 662.96 FEET TO A POINT ON THE APPARENT EAST RIGHT OF WAY
LINE OF ACADEMY ROAD; THENCE NORTH 00 DEGREES 07 MINUTES 38 SECONDS WEST ALONG
THE APPARENT EAST RIGHT OF WAY LINE OF ACADEMY ROAD A DISTANCE OF 493.97 FEET;
THENCE SOUTH 88 DEGREES 59 MINUTES 48 SECONDS WEST A DISTANCE OF 60.00 FEET TO
THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 35 MINUTES 47 SECONDS WEST AND
PARALLEL TO THE SOUTH LINE OF SAID S1/2 SE1/4 A DISTANCE OF 961.00 FEET; THENCE
PERPENDICULAR TO SAID SOUTH LINE NORTH 00 DEGREES 24 MINUTES 13 SECONDS EAST, A
DISTANCE OF 577.02 FEET; THENCE SOUTH 87 DEGREES 51 MINUTES 33 SECONDS EAST, A
DISTANCE OF 220.49 FEET TO A POINT ON THE CENTERLINE OF A DEAD END RAILROAD SPUR
LINE; THENCE NORTH 71 DEGREES 14 MINUTES 00 SECONDS WEST, A DISTANCE OF 155.94
FEET; THENCE NORTH 89 DEGREES 39 MINUTES 36 SECONDS EAST, A DISTANCE OF 266.33
FEET; THENCE SOUTH 37 DEGREES 11 MINUTES 14 SECONDS EAST, A DISTANCE OF 34.24
FEET; THENCE SOUTH 66 DEGREES 36 MINUTES 26 SECONDS EAST, A DISTANCE OF 251.33
FEET; THENCE NORTH 89 DEGREES 50 MINUTES 56 SECONDS EAST, A DISTANCE OF 367.26
FEET TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF ACADEMY (60’w.) ROAD;
THENCE SOUTH 00 DEGREES 21 MINUTES 33 SECONDS WEST, ALONG SAID RIGHT OF WAY
LINE, A DISTANCE OF 214.68 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 26 SECONDS
EAST, A DISTANCE OF 286.47 FEET TO THE POINT OF BEGINNING, CONTAINING 526,937
SQUARE FEET, OR 12.10 ACRES, MORE OR LESS.
Morehead,
NC
Leased
Area:
In
Morehead Township, Carteret County, North Carolina, being a 6.5493 Acre tract,
south of the North Carolina Railroad 200 ft. Right of Way, bounded on the east,
south and west by the North Carolina Port, more particularly described as
follows:
Beginning
at the northeast corner of a concrete block building, said corner having N.C.
State Plane Coordinates of N=360,921.73, E=2,690,830.63 (NAD 1927); thence from
said point of beginning an eastward extension of the north face of said concrete
block building, S 81N 56’ 12” E, 48.85 ft to a railroad spike 7 ft. east of a
railroad spur, thence following a curved line 7 ft. from and parallel to said
railroad spur, a chord bearing and distance of N 39N 23’ 34” E, 71.93 ft. to a
railroad spike 7 ft. west of second railroad spur, thence following a line 7 ft
from and parallel to said second railroad spur, the following ten (10) courses
and distances: S 30N 28’ E, 75.69 ft (chord); S 15N 26’ 24” E, 73.92 ft (chord);
S 4N 34’ 27” E, 80.17 ft. (chord); S 8N 27’ 37” W, 101.67 ft.; S 9N 10’ W,
147.36 ft.; S 9N 10’ 56” W, 201.81 ft.; S 13N 17’ 47” W, 72.67 ft. (chord); S
16N 41’ 25” W, 116.92 ft. (chord); S 26N 01’ 02” W, 74.72 ft.; S 38N 32’ 52” W,
67.68 ft. (chord) to a railroad spike, thence N 81N 20’ 38” W, 235.36 ft. to a
railroad spike; thence N 48N 24’ 23” W, 344.46 ft. to an iron pipe; thence N 15N
52’ 03” E, 173.60 ft. to an iron pipe; thence to and with the South face of a
building wall S 81N 33’ 12” E, 356.58 ft. with an east wall of said building N
8N 30’ 31” E, 120.15 ft. to a corner of said building; thence with a south wall
of said building, S 80N 54’ 02” E, 46.98 ft. to a corner of said building;
thence with an east wall of said building N 8N 28’ 05” E, 430.33 ft. to the
point of beginning, containing 285,287.51 sq. ft. (6.5493 Acres), all bearings
N.C. Grid (NAD 27). The same as shown on a survey thereof by Powell Surveying,
P.A., Beaufort, North Carolina, dated (amended) July 2, 1996 entitled
“Owens-Corning, Lease Back Area” and bearing No. M02375.
Together
with the right of access, ingress and egress over Arendell Street (Old Highway
70), and the railroad facilities of NCSPA’s Morehead City Port Terminal granted
pursuant to Section 1.2 of that certain Lease Between the North Carolina State
Ports Authority and Owens Corning Sales, dated January 1, 2007.
Pipeline
Easement Area:
In
Morehead Township, Carteret County, North Carolina being a 5 ft. wide easement
2.5 ft. either side of a line described as follows:
Beginning
at a point in the eastern line of the Owens Corning Lease-back description, said
point being located the following (10) ten courses and distances from a concrete
monument the south right of way line of the North Carolina Railroad and at the
now or former northeast corner of Owens-Corning having N.C. Grid Coordinates
N=360,989.31, E=2,690,882.24 (NAD 1927): S 66N 03’ 16” E, 46.42 ft.; S 30N 28’
E, 75.69 ft.; S 15N 26’ 24” E, 73.92 ft.; S 4N 34’ 27” E, 80.17 ft.; S 8N 27’
37” W, 101.67 ft.; S 9N 10’ W, 147.36 ft.; S 9N 10’ 56” W, 201.81 ft.; S 13N 17’
47” W, 72.67 ft.; S 16N 41’ 25” W, 116.92 ft.; S 26N 01’ 02” W, 25.43 ft.; to
said point of beginning; thence with the center line of a pipeline, S 73N 47’
30” E, 26.20 ft. to a point; thence S 8N 41’ 30” 200.18 ft. to a point; thence S
37N 49’ 05” E, 287.95 ft. to a point; thence S 38N 09’ 00” E, 233.06 ft. to a
point; thence S 6N 33’ 45” E, 39.60 ft. to a point; thence N 84N 18’ 10” E,
31.81 ft. to the terminus of said pipeline, all bearings N.C. Grid (NAD 27). The
same as shown on a survey thereof by Powell Surveying, P.A., Beaufort, North
Carolina, dated (amended) July 2, 1996 entitled “Owens-Corning, Lease Back Area”
and bearing No. M02375.
Ardmore,
OK
Tract 1,
Lots 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 31 all in Block 20,
Industrial Addition to the City of Ardmore; Carter County, State of Oklahoma,
according to the recorded plat thereof;
and
Tract 2,
Lots 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 32, 33, 34, 35, 36,
37, 38 and 39, all in Block 20, Industrial Addition of the City of Ardmore;
Carter County, State of Oklahoma, according to the recorded plat
thereof.
Ardmore,
OK
Tract 1,
Lots 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 31 all in Block 20,
Industrial Addition to the City of Ardmore; Carter County, State of Oklahoma,
according to the recorded plat thereof;
and
Tract 2,
Lots 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 32, 33, 34, 35, 36,
37, 38 and 39, all in Block 20, Industrial Addition of the City of Ardmore;
Carter County, State of Oklahoma, according to the recorded plat
thereof.
Catoosa, OK
(Koch)
A tract
of land in Section 6, Township 20 North, Range 15 East of the Indian Base and
Meridian, Rogers County, Oklahoma, according to the U.S. Government Survey
thereof, more particularly described as follows, to wit:
Beginning
at a point 13.80 feet due West and 3,564.35 feet due North of the Southeast
corner of said Section 6; thence due West a distance of 517.64
feet. Thence on a curve to the left having a radius of 1,617.39 feet,
a distance of 32.36 feet; thence N 00° 13’ 19” W a distance of 400.32 feet;
thence due East a distance of 550.00 feet; thence S 00° 13’ 19” E a distance of
400.00 feet to the point of beginning.
Catoosa, OK (Port
33)
A piece,
parcel or tract of land located in U.S. Government Lot 5, Section 32, Township
20 North, Range 16 East of the Indian Base and Meridian, Rogers County, State of
Oklahoma according to the U.S. Government Survey there and more particularly
described as follows:
Beginning
at a point on the west line of said U.S. Government Lot 5 and 275.00 feet south
of the NW corner thereof;
THENCE
South 00 degrees 10 minutes 27 seconds East for a distance of 75.00 feet along
the west line thereof;
THENCE,
North 89 degrees 55 minutes 29 seconds East for a distance of 856.70 feet
parallel to the north line thereof;
THENCE
North 01 degrees 15 minutes 36 seconds West for a distance of 74.55 feet along
the U.S. Government west taking line known as Tract 329-2 recorded in Book 395
Page 189;
THENCE
South 89 degrees 57 minutes 21 seconds West for a distance of 855.28 feet along
the north line of the GRDA Easement recorded in Book 363, Page 420 to the Point
of Beginning.
Together
with and subject to covenants, easements, and restrictions of
record.
Said
property contains 1.47 acres more or less.
AND
Beginning
at a point on the north line of U.S. Government Lot 5, 850.00 feet east of the
NW corner thereof and on the U.S. Government Taking line;
THENCE
North 89 degrees 53 minutes 34 seconds East for a distance of 176.15 feet along
the north line thereof;
THENCE
South 03 degrees 08 minutes 07 seconds East for a distance of 350.90
feet;
THENCE
South 89 degrees 53 minutes 34 seconds West for a distance of 187.64 feet to
said U.S. Government taking line;
THENCE
North 01 degrees 15 minutes 36 seconds West for a distance of 350.48 feet along
said U.S. Government taking line to the Point of Beginning.
Together
with and subject to covenants, easements, and restrictions of
record.
Said
property contains 1.46 acres more of less.
AND
A piece,
parcel, or tract of land lying in U.S. Government Lots Three and Five, Section
32, Township 20 North, Range 16 East of the Indian Base and Meridian, Rogers
County, State of Oklahoma and more particularly described as
follows:
The south
100.00 feet of the west 705.00 feet of said U.S. Government Lot 3.
AND
Beginning
at the NW corner of said U.S. Government Lot 5;
THENCE
South 00 degrees 10 minutes 27 seconds East for a distance of 274.93 feet along
the west line thereof;
THENCE
North 89 degrees 57 minutes 21 seconds East for a distance 855.28 feet parallel
to the north line thereof to the west line of the U.S. Government taking
line;
THENCE
North 01 degrees 15 minutes 36 seconds West for a distance of 275.93 feet along
said U.S. Government taking line to a found brass cap and the north line of said
U.S. Government Lot 5;
THENCE
South 89 degrees 53 minutes 34 seconds West for a distance of 850.05 feet along
the said north line to the Point of Beginning.
Together
with and subject to covenants, easements, and restrictions of
record.
Said
property contains 7.01 acres.
ROADWAY
EASEMENT LEGAL DESCRIPTION:
A strip,
piece, or parcel of land being 30 feet wide lying in the U.S. Government Lots 5
and 6, Section 32, Township 20 North, Range 16 East of the Indian Base and
Meridian, Rogers County, State of Oklahoma the centerline as more particularly
described as follows:
Commencing
at the SW corner of said U.S. Government Lot 6, Section 32; thence easterly
along the south line thereof a distance of 910.0 feet to a found Corps of
Engineers monument and the U.S. Government Boundary line; thence N 01°10’02”W
along said U.S. Government Boundary line a distance of 82.53 feet to the Point
of Beginning;
THENCE
North 71 degrees 01 minutes 06 seconds East for a distance of 180.93 feet along
the centerline of an existing road;
THENCE
North 21 degrees 22 minutes 08 seconds East for a distance of 117.43 feet along
said road centerline;
THENCE
North 06 degrees 04 minutes 04 seconds West for a distance of 188.22 feet along
said road centerline;
THENCE
North 08 degrees 13 minutes 17 seconds West for a distance of 148.76 feet along
said road centerline;
THENCE
North 01 degrees 46 minutes 36 seconds East for a distance of 212.85 feet along
said road centerline;
THENCE
North 07 degrees 05 minutes 34 seconds West for a distance of 160.28 feet along
said road centerline;
THENCE
North 21 degrees 59 minutes 24 seconds West for a distance of 261.02 feet along
said road centerline;
THENCE
North 07 degrees 26 minutes 52 seconds West for a distance of 69.87 feet along
said road centerline;
THENCE
North 02 degrees 32 minutes 18 seconds West for a distance of 227.29 feet along
said road centerline;
THENCE
north 04 degrees 56 minutes 36 seconds East for a distance of 251.32 feet along
said road centerline;
THENCE
North 00 degrees 51 minutes 20 seconds East for a distance of 198.52 feet along
said road centerline;
THENCE
North 27 degrees 24 minutes 20 seconds West for a distance of 125.06 feet along
said road centerline;
THENCE
North 29 degrees 11 minutes 38 seconds West for a distance of 85.13 feet along
said road centerline;
THENCE
North 02 degrees 30 minutes 17 seconds East for a distance of 156.95 feet along
said road centerline to the point of terminus.
Catoosa, OK (Port of Catoosa
- Frontier)
PARCEL 1
(Leasehold Estate):
A TRACT
OF LAND THAT IS PART OF THE S/2 OF SECTION 5, TOWNSHIP 20 NORTH, RANGE 15 EAST
OF THE I.B.& M., ROGERS COUNTY, OKLAHOMA, SAID TRACT OF LAND BEING DESCRIBED
AS FOLLOWS, TO-WIT:
STARTING
AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE DUE NORTH 1651.95 FEET; THENCE
DUE EAST FOR 2897.39 FEET TO THE POINT OF BEGINNING OF SAID TRACT OF LAND;
THENCE N 36°59’43” W FOR 434.95 FEET TO A POINT OF CURVE; THENCE NORTHWESTERLY
ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 523.0 FEET FOR 249.8 FEET TO A POINT
OF TANGENCY; THENCE N 9°37’ W ALONG SAID TANGENCY FOR 58.1 FEET TO A POINT OF
CURVE; THENCE NORTHWESTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 623.0
FEET FOR 114.4 FEET; THENCE N 48°14’ E FOR 37.8 FEET; THENCE S 53°15’E FOR 0.0
FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT WITH A
RADIUS OF 598.7 FEET FOR 289.9 FEET TO A POINT OF TANGENCY; THENCE S 81°00’ E
FOR 83.1 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE
RIGHT WITH A RADIUS OF 453.3 FEET FOR 348.1 FEET TO A POINT OF TANGENCY; THENCE
S 36°59’43” E ALONG SAID TANGENCY FOR 212.85 FEET; THENCE S 53°00’17” W FOR
495.01 FEET TO THE POINT OF BEGINNING OF SAID TRACT OF LAND; INCLUDING, BUT
SUBJECT TO THAT CERTAIN 30 FOOT WIDE COMMON PIPELINE EASEMENT HEREAFTER
DESCRIBED:
A TRACT
OF LAND THAT IS PART OF THE S/2 OF SECTION 5, TOWNSHIP 20 NORTH, RANGE 15 EAST
OF THE I.B.& M., ROGERS COUNTY, OKLAHOMA, SAID TRACT OF LAND BEING DESCRIBED
AS FOLLOWS, TO-WIT:
STARTING
AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE DUE NORTH 1797.99 FEET; THENCE
DUE EAST FOR 2787.36 FEET TO THE POINT OF BEGINNING OF SAID TRACT OF LAND;
THENCE N 36°59’43” W FOR 30.00 FEET; THENCE N 53°00’17” E FOR 495.01 FEET;
THENCE S 36°59’43” E FOR 30.00 FEET; THENCE S 53°00’17” W FOR 495.01 FEET TO THE
POINT OF BEGINNING OF SAID TRACT OF LAND
AND
PARCEL 2
(Leasehold Estate):
A TRACT
OF LAND THAT IS PART OF THE S/2 OF SECTION 5, TOWNSHIP 20 NORTH, RANGE 15 EAST
OF THE I.B.& M., ROGERS COUNTY, OKLAHOMA, SAID TRACT OF LAND BEING DESCRIBED
AS FOLLOWS, TO-WIT:
STARTING
AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE DUE NORTH 2337.66 FEET; THENCE
DUE EAST FOR 2367.72 FEET TO THE POINT OF BEGINNING OF SAID TRACT OF LAND;
THENCE N 72°03’58” E FOR 67.37 FEET; THENCE S 19°02’21” E FOR 0.00 FEET TO A
POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A CENTRAL
ANGLE OF 9°24’36” AND A RADIUS OF 548.00 FEET FOR 90.00 FEET TO A POINT OF
TANGENCY; THENCE S 09°37’45” E ALONG SAID TANGENCY FOR 58.10 FEET TO A POINT OF
CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT WITH A CENTRAL ANGLE OF
9°44’31” AND A RADIUS OF 598.00 FEET FOR 101.68 FEET; THENCE S 70°37’44” W FOR
41.44 FEET; THENCE N 36°59’43” W FOR 100.00 FEET; THENCE N 24°33’37” W FOR 50.69
FEET; THENCE N 00° 36’28” W FOR 109.73 FEET TO THE POINT OF BEGINNING OF SAID
TRACT OF LAND.
Muskogee,
OK
A tract
of land located in Lot 3 of Section 16, Township 15 North, Range 19 East, of the
Indian Meridian, Muskogee County, Oklahoma, more particularly described as
follows:
BEGINNING
at a point 660 feet North and 138.67 feet East of the West quarter corner of
said Section 16;
THENCE
North 89°54’22” East a distance of 665.74 feet;
THENCE
North 14°56’45” East a distance of 400.00 feet;
THENCE
North 89°58’55” West a distance of 481.35 feet;
THENCE
South 36°44’40” West a distance of 481.82 feet to the point of
beginning.
AND
A tract
of land located in Lot 3 of Section 16, Township 15 North, Range 19 East, of the
Indian Meridian, Muskogee County, Oklahoma, more particularly described as
follows:
BEGINNING
at a point 1045.61 feet North and 505.19 feet East of the West quarter corner of
said Section 16;
THENCE
North 06°49’13” East a distance of 260.00 feet;
THENCE
South 89°58’55” East a distance of 439.48 feet;
THENCE
South 19°13’01” West a distance of 273.37 feet;
THENCE
North 89°58’55” West a distance of 380.37 feet to the point of
beginning.
AND
A part of
the NW/4 of Section 16, Township 15 North, Range 19 East of the Indian Base and
Meridian, Muskogee County, Oklahoma described as follows:
Commencing
at the SW corner of said NW/4; thence N01°39’48”W along the West line thereof a
distance of 1045.61 feet; thence N88°20’12”E perpendicular to said West line a
distance of 442.07 feet to the point of beginning; thence S36°06’55”W along the
original lease boundary a distance of 77.95 feet; thence N69°15’02”W a distance
of 102.61 feet to the point of curve; thence on a curve to the right having a
radius of 449.20 feet and a chord which bears N36°00’ 11”W an arc distance along
the curve of 449.54 feet; thence N09°41’07”W 72.10 feet to a point on the South
boundary of the original Refractory Materials Inc. lease, thence along said
boundary S84°19’35”E a distance of 410.24 feet to the SE corner of said lease;
thence South 00°21’59”W a distance of 351.80 feet to the point of beginning,
containing 3.03 acres.
Parsons,
TN
Tract
1:
Land
lying in the Seventh Civil District, Decatur County, Tennessee, North of
Tennessee State Highway 100 and West of the Tennessee River and being more
particularly described as follows:
Beginning
at a 1/2 inch iron pin (found), said pin being the Southeasterly corner of the
Sarah Vise property as described in Deed Book 168 Page 901 and also being in the
Northerly right-of-way for Tennessee State Highway 100, right of way varies;
thence with the Southerly boundary of said Vise property North 69 Degrees 00
Minutes 46 Seconds West a distance of 100.06 feet to a PK nail (found); thence
continuing with said Vise boundary North 26 Degrees 22 Minutes 24 Seconds East a
distance of 100.06 feet to an iron pin (found) said pin being the Northwesterly
corner of said Vise and also being the Northeasterly corner of the A. A. Burton
property as shown on the tax assessor's map 54 parcel 14 and being the True
Point of Beginning; thence with said Burton property North 69 Degrees 58 Minutes
07 Seconds West a distance of 100.00 feet being the Northwesterly corner of said
Burton and also being in the boundary of the Joe Burton, et al property as
described in Deed Book 65 Page 131; thence continuing with said Burton property
North 69 Degrees 58 Minutes 07 Seconds West a distance of 224.06 feet to an iron
pin (set) capped and stamped Southern States Survey hereinafter iron pin (set);
thence South 21 Degrees 41 Minutes 00 Seconds West a distance of 100 feet to an
iron pin (set) said pin being in the Northerly right-of-way for Tennessee State
Highway 100, right of way varies; North 70 Degrees 03 Minutes 07 Seconds West a
distance of 70.00 feet to an iron pin (set) said pin being the Southwesterly
corner of the herein described Lease tract; thence with said Lease boundary
North 15 Degrees 03 Minutes 00 Seconds East a distance of 792.29 feet to an iron
pin (found) said pin being the Northwesterly corner of said Lease tract; thence
South 84 Degrees 59 Minutes 30 Seconds East a distance of 354.54 feet to an iron
pipe (found) said pipe being located in the westerly boundary of the David W.
Reed property as described in Deed Book 95 Page 361 and also being the
Northeasterly corner of said Lease Tract; thence with the westerly boundary of
said Reed property South 01 Degrees 01 Minutes 00 Seconds West a distance of
414.44 to an angle iron post (found) said post being the Southwesterly corner of
said Reed property and also being the Northwesterly corner of the U.S. T.V.A.
property as shown on the Kentucky Reservation Map 208-D; thence with the
Westerly boundary of said T.V.A. property South 01 Degrees 01 Minutes 00 Seconds
West 305.49 feet to an iron pin (set); thence continuing with said T.V.A.
property South 26 Degrees 19 Minutes 52 Seconds West a distance of 102.77 feet
to an iron pin (found) said pin being the Northeasterly corner of said Sarah
Vise property; thence with the Northerly boundary of said Vise property North 69
Degrees 00 Minutes 53 Seconds West a distance of 99.98 feet to the Point of
Beginning and containing 7.84 acres more or less.
Tract
2:
Land
lying in the Seventh Civil District, Decatur County, Tennessee, North of
Tennessee State Highway 100 and West of the Tennessee River and being more
particularly described as follows:
Beginning
at a 1/2 inch iron pin (found), said pin being the Southeasterly corner of the
Sarah Vise property as described in Deed Book 168 Page 901 and also being in the
Northerly right-of-way for Tennessee State Highway 100, right of way varies;
thence with the Southerly boundary of said Vise property North 69 Degrees 00
Minutes 46 Seconds West a distance of 100.06 feet to a PK nail (found) said nail
being the Southeasterly corner of the A. A. Burton property as shown on the tax
assessor's map 54 parcel 14 and also being the True Point of Beginning; thence
with said Burton property North 70 Degrees 03 Minutes 41 Seconds West a distance
of 100.02 feet to an iron pin (found) said pin being the Southeasterly corner of
the Joe Burton, etal property as described in Deed Book 65 Page 131; thence with
said Burton property the following two calls both to iron pins (set) capped and
stamped Southern States Survey, North 70 Degrees 03 Minutes 41 Seconds West a
distance of 215.87 feet and North 21 Degrees 41 Minutes 00 Seconds East a
distance of 100.00 feet; thence South 69 Degrees 58 Minutes 07 Seconds East a
distance of 224.06 feet to the Northwesterly corner of said A. A. Burton
property; thence South 69 Degrees 58 Minutes 07 Seconds East a distance of
100.00 feet to an iron pin (found) at the Northwesterly corner of said Vise
property; thence South 26 Degrees 22 Minutes 24 Seconds West a distance of
100.06 feet to the Point of Beginning and containing 0.73 acres more or
less.
Being a
portion of the same property in which Ethel Burton conveyed a life estate in 1/2
undivided interest to A. A. Burton, remainder to Joe Tinker Burton, Houston
Burton, Betty Burton Laster and Nancy Burton Ivey, but reserving unto herself a
life estate interest by Deed of record in Book 65, Page 131, Register's Office
for Decatur County, Tennessee. Also being a portion of the same property in
which Ethel Burton conveyed a life estate in 1/2 undivided interest to Carmon
McMurry, remainder to Edward McMurry and Billie McMurry Vise, but reserving unto
herself a life estate interest by Deed of record in Book 65, page 137, said
Register's Office The said Betty Burton Laster has since died. A Quitclaim Deed
from Jerry Laster to Lori Duke and Kim Parks was recorded in Book 184, page 679,
said Register's Office. The said Billie McMurry Vise has since died and her Last
Will and Testament recorded in Book 168, page 901, said Register's Office lists
Sarah Vise as her sole heir.
Tract
3:
Land
lying in the Seventh Civil District, Decatur County, Tennessee, North of
Tennessee State Highway 100 and West of the Tennessee River and being more
particularly described as follows:
Beginning
at a 1/2 inch iron pin (found), said pin being the Southeasterly corner of the
Sarah Vise property as described in Deed Book 168 Page 901 and also being in the
Northerly right-of-way for Tennessee State Highway 100, right of way varies;
thence with the Southerly boundary of said Vise property North 69 Degrees 00
Minutes 46 Seconds West a distance of 100.06 to a PK nail (found) said nail
being the Southeasterly corner of the A. A. Burton property as shown on the tax
assessor's map 54 parcel 14; thence with said Burton property North 26 Degrees
22 Minutes 24 East a distance of 100.06 feet to an iron pin (found) in the
southerly boundary of the Joe Burton property as described in Deed Book 65 Page
131; thence with said Burton property South 69 Degrees 00 Minutes 53 East a
distance of 99.98 feet to an iron pin (found) said pin being the Southwesterly
corner of the U.S. T.V.A. property as shown on the Kentucky Reservation Map
208-D; thence South 26 Degrees 19 Minutes 52 West a distance of 100.06 feet to
the Point of Beginning and containing 0.23 acres more or less.
Being a
portion of the same property conveyed to Carmon McMurry, reserving a life estate
in Ethel Burton, by Deed of record in Book 65, Page 138, Register's Office for
Decatur County, Tennessee.
Pasco,
WA
That
portion of the Southwest Quarter of Section 19, Township 10 North, Range 30
East, W.M., and the Southeast quarter of Section 24, Township 10 North, Range 29
East, W.M., Franklin County, Washington, described as follows:
Beginning
at a point on the East line of said Southeast quarter of Section 24, that is
North 0°51’05” East 1148.00 feet from the Southeast corner of said Section 24,
said point is 25 feet perpendicular to the centerline of the main line of the
Burlington Northern Railroad; Thence North 29°17’37” East parallel to said
centerline 490.00 feet; thence North 60°42’23” West 175.00 feet, to the
Northwesterly right-of-way line of said railroad; thence South 29°17’37” West
along said right-of-way 1765.00 feet; thence South 60°42’23” East 175.00 feet;
thence North 29°17’37” East 1765.00 feet to the said point of
beginning.
(As shown
on record survey recorded in Vol. 1 of surveys at page 740, under auditor’s file
number 477204, Franklin County, Washington.)
Spokane (Hillyard),
WA
PARCEL
1:
THAT
PORTION OF BLOCKS 88, 89, 90, 93 AND 94 OF THE PLAT OF NORTH MINNEHAHA ADDITION
AS RECORDED IN VOLUME C OF PLATS AT PAGE 83, RECORDS OF SPOKANE COUNTY,
WASHINGTON, LYING IN THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION
3, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., THE PERIMETER OF WHICH IS DESCRIBED
AS FOLLOWS:
COMMENCING
AT THE SOUTHWEST CORNER OF BLOCK 91 OF SAID PLAT AS MONUMENTED AND DEPICTED ON A
RECORD OF SURVEY RECORDED IN BOOK 90 AT PAGE 22, UNDER AUDITOR’S FILE NUMBER
4435040, RECORDS OF SAID COUNTY; THENCE SOUTH 89°58’02” WEST, 75.00 FEET TO THE
SOUTHEAST CORNER OF SAID BLOCK 90 AND THE TRUE POINT OF BEGINNING; THENCE SOUTH
89°58’02” WEST, ALONG THE NORTH LINE OF AN UNIMPROVED PUBLIC ROAD KNOWN AS RICH
AVE. 749.84 FEET TO THE SOUTHEAST CORNER OF SAID BLOCK 88; THENCE SOUTH
89°58’02” WEST, 162.84 FEET; THENCE NORTH 31°23’02” EAST 120.25 FEET; THENCE
NORTH 57°10’04” WEST, 23.20 FEET, TO THE BEGINNING OF A NON-TANGENT TO THE
RIGHT, THE RADIUS POINT OF WHICH BEARS SOUTH 57°10’04” EAST, 521.27 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37°05’57” AND AN
ARC-LENGTH OF 337.52 FEET; THENCE NORTH 5°25’41” WEST, 25.88 FEET; THENCE NORTH
68°08’41” EAST 58.41 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT
HAVING A RADIUS OF 467.16 FEET; THENCE EASTERLY ALONG SAID CURVE, THROUGH A
CENTRAL ANGLE OF 27°11’22” AND AN ARC-LENGTH OF 221.69 FEET; THENCE SOUTH
84°39’57” EAST, 345.90 FEET TO THE EAST LINE OF SAID BLOCK 93; THENCE SOUTH
0°28’43” WEST, ALONG THE WEST LINE OF AN UNIMPROVED PUBLIC ROAD KNOWN AS FERRALL
ST. FOR 368.63 FEET TO THE SAID TRUE POINT OF BEGINNING;
SITUATE
IN THE COUNTY OF SPOKANE, STATE OF WASHINGTON.
PARCEL
2:
TOGETHER
WITH AN EASEMENT FOR ACCESS AND UTILITIES, 30 FEET IN WIDTH, THAT FOLLOWS A
PAVED DRIVE FROM A PUBLIC STREET KNOWN AS WELLESLEY WAY, SOUTHERLY TO THE MAIN
GATE OF THE HERETOFORE DESCRIBED SEMMATERIALS PLANT, BEING A PORTION OF THE PLAT
OF NORTH MINNNEHAHA ADDITION AS RECORDED IN VOLUME “C” OF PLATS, AT PAGE 83,
RECORDS OF SPOKANE COUNTY, WASHINGTON, LYING IN THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 3, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., THE
CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS:
COMMENCING
AT THE SOUTHWEST CORNER OF BLOCK 91 OF SAID PLAT AS MONUMENTED AND DEPICTED ON A
RECORD OF SURVEY RECORDED IN BOOK 90 AT PAGE 22, UNDER AUDITOR’S FILE NUMBER
4435040, RECORDS OF SAID COUNTY; THENCE SOUTH 89°58’02” WEST, 75.00 FEET TO THE
SOUTHEAST CORNER OF SAID BLOCK 90; THENCE SOUTH 89°58’02” WEST, ALONG THE NORTH
LINE OF AN UNIMPROVED PUBLIC ROAD KNOWN AS RICH AVENUE 749.84 FEET TO THE
SOUTHEAST CORNER OF BLOCK 88 OF SAID PLAT; THENCE SOUTH 89°58’02” WEST, 162.84
FEET; THENCE NORTH 31°23’02” EAST, 120.25 FEET; THENCE NORTH 57°10’04” WEST,
23.20 FEET, TO THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT, THE RADIUS
POINT OF WHICH BEARS SOUTH 57°10’04” EAST, 521.27 FEET; THENCE NORTHEASTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37°05’57” AND AN ARC LENGTH OF
337.52 FEET; THENCE SOUTH 48°11’52” EAST, 7.21 FEET TO THE TRUE POINT OF
BEGINNING OF SAID CENTERLINE; THENCE NORTH 4°36’23” EAST, 79.63 FEET TO THE
BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHERLY ALONG SAID CURVE 89.63 FEET, THROUGH A CENTRAL ANGLE OF 51°21’11”;
THENCE NORTH 46°44’48” WEST, 90.28 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT
HAVING A RADIUS OF 150.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 156.99 FEET,
THROUGH A CENTRAL ANGLE OF 59°57’55”, THENCE NORTH 13°13’07” EAST, 20.88 FEET TO
THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 400.00 FEET; THENCE
NORTHERLY ALONG SAID CURVE, 48.10 FEET, THROUGH A CENTRAL ANGLE OF 6°53’25”;
THENCE NORTH 20°06’32” EAST, 92.47 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT
HAVING A RADIUS OF 400.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 343.17 FEET,
THROUGH A CENTRAL ANGLE OF 49°09’20”; THENCE NORTH 69°15’52” EAST, 151.74 FEET
TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 50.00 FEET; THENCE
NORTHERLY ALONG SAID CURVE 60.47 FEET, THROUGH A CENTRAL ANGLE OF 69°17’49”;
THENCE NORTH 0°01’58” WEST, 9.76 FEET MORE OR LESS TO THE SOUTHERLY RIGHT OF WAY
LINE OF SAID WELLESLEY WAY AND THE END OF SAID CENTERLINE;
SITUATE
IN THE COUNTY OF SPOKANE, STATE OF WASHINGTON.
Exhibit
A
FORM
OF TERMINATION AND RELEASE OF EASEMENT
For and
in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, [SEMMATERIALS, L.P., an Oklahoma limited partnership] [K.C.
ASPHALT, L.L.C., a Colorado limited liability company] (“
Grantee
”),
does hereby RELEASE, RELINQUISH, and DISCHARGE all of its right, title and
interest retained under that certain Retained Easement, between Grantee and
SEMMATERIALS ENERGY PARTNERS, L.L.C., a Delaware limited liability company
(“
Grantor
”),
dated February 19, 2008, recorded in the Official Records of _________ County,
_______________, under File No. ______________ (the “
Easement
”),
with respect to that certain tract of land described on
Exhibit
A
attached hereto and made a part hereof (the “
Easement
Tract
”) and the Retained Processing Assets (as defined in the Easement),
and Grantor hereby terminates the Easement.
From and
after the date hereof, Grantee shall have no further right, title or interest in
the Easement Tract or the Retained Processing Assets.
In the
event of any conflicts between the provisions of this Termination and Release of
Easement and that certain Master Agreement dated as of _____________, 2009 by
and among Grantor, Grantee and the other parties signatories thereto (the
“Master Agreement”), the provisions of the Master Agreement shall
control.
This
Termination and Release of Easement may be executed in separate counterparts,
each of which may be deemed an original and all of which together shall
constitute one and the same instrument.
[Signature
Page Follows]
EXECUTED
as of the ___ day of ________, 2009.
[SEMMATERIALS,
L.P.]
By: SemOperating
G.P., L.L.C.,
its general partner
By:
Name:
Title:
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
By:
Name:
Title:
[Signature
Page to Termination and Release of Easement]
STATE OF
________ §
§
COUNTY OF
_________
§
This instrument was acknowledged before
me on _______________, 2009, by __________________, _________________ of
[SemMaterials, L.P., an Oklahoma limited partnership], on behalf of said limited
partnership.
Notary Public in and for
the
State of ________
My
commission expires:
STATE OF
________ §
§
COUNTY OF
_________ §
This instrument was acknowledged before
me on _______________, 2009, by __________________, _________________ of
SemMaterials Energy Partners, L.L.C., a Delaware limited liability company, on
behalf of said limited liability company.
Notary Public in and for
the
State of ________
My
commission expires:
[Acknowledgement
Page to Termination and Release of Easement]
Exhibit
B
FORM
OF ASSIGNMENT AND ASSUMPTION OF LEASEHOLD INTERESTS
THIS
ASSIGNMENT AND ASSUMPTION OF LEASEHOLD INTERESTS (“
Assignment
”)
is effective as of the ____ day of _______, 2009 (the “
Effective
Date
”), by and between [SemMaterials, L.P., an Oklahoma limited
partnership] [K.C. Asphalt, L.L.C., a Colorado limited liability company]
(“
Assignor
”)
and SemMaterials Energy Partners, L.L.C., a Delaware limited liability company
(“
Assignee
”).
For and
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby GRANTS, TRANSFERS, CONVEYS and ASSIGNS to Assignee the following
(the “
Retained
Leasehold Interest
”):
All of
Assignor’s right, title and interest in and to that certain tract of land
described on
Exhibit
A
attached hereto and made a part hereof (the “
Retained
Leasehold Tract
”), as retained under that certain Retained Leasehold
Interest Agreement, between Assignor and Assignee, dated February 19, 2008,
recorded in the Official Records of _________ County, _______________, under
File No. ______________ (the “
Retained
Leasehold Agreement
”)
This
Assignment is subject to the following terms and conditions:
1.
|
Assumption
of Obligations
: From and after the Effective Date, Assignee, with
respect to the assignment of the Retained Leasehold Agreement, hereby
assumes and agrees to pay and perform all Assignor’s rights, obligations
and liabilities accruing from and after the Effective Date and arising out
of the Retained Leasehold
Agreement.
|
2.
|
No
Further Rights
: From and after the date hereof, Assignor
shall have no further right, title or interest in the Retained Leasehold
Interest, including, without limitation, the Retained Leasehold Tract and
the Retained Processing Assets.
|
3.
|
Master
Agreement
: In the event of any conflicts between the
provisions of this Assignment and that certain Master Agreement dated as
of ____________, 2009 by and among Assignor, Assignee and the other
parties signatories thereto (the “Master Agreement”), the provisions of
the Master Agreement shall control.
|
4.
|
Observance
of Laws
: This Assignment is subject to all applicable laws,
ordinances, rules and regulations affecting the Retained Leasehold
Interest.
|
5.
|
Successors
and Assigns
: The terms, covenants, and conditions hereof bind and
inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
|
6.
|
Counterparts
: This
Assignment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto
and hereto were upon one and the same
instrument.
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
THIS
INSTRUMENT OF TRANSFER, ASSIGNMENT AND ASSUMPTION IS EXECUTED AS OF THE
EFFECTIVE DATE.
[SEMMATERIALS,
L.P.]
By: SemOperating
G.P., L.L.C.,
its general partner
By:
Name:
Title:
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
By:
Name:
Title:
[Signature
Page to Assignment and Assumption of Leasehold Interests]
STATE OF
________ §
§
COUNTY OF
_________
§
This instrument was acknowledged before
me on _______________, 2009, by __________________, _________________ of
[SemMaterials, L.P., an Oklahoma limited partnership], on behalf of said limited
partnership.
Notary Public in and for
the
State of ________
My
commission expires:
STATE OF
________ §
§
COUNTY OF
_________
§
This instrument was acknowledged before
me on _______________, 2009, by __________________, _________________ of
SemMaterials Energy Partners, L.L.C., a Delaware limited liability company, on
behalf of said limited liability company.
Notary Public in and for
the
State of ________
My
commission expires:
[Acknowledgement
Page to Assignment and Assumption of Leasehold
Interests]
Exhibit
10.5
MEMBERSHIP
INTEREST TRANSFER AGREEMENT
by
and among
SEMMATERIALS,
L.P.,
and
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
effective
as of
11:59
PM CDT on March 31, 2009
MEMBERSHIP
INTEREST TRANSFER AGREEMENT
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
.”
RECITALS
WHEREAS
, pursuant to that
certain Contribution Agreement (the “
Original Contribution
Agreement
”) by and among
K.C. Asphalt, L.L.C., a Colorado
limited liability company (“
K.C.
Asphalt
”)
, SemMaterials
and SMEP, dated
as of January 28, 2008, K.C. Asphalt and SemMaterials contributed and assigned
the Prior Transferred Assets (as defined herein) to SMEP;
WHEREAS
, pursuant to the
Original Contribution Agreement, K.C. Asphalt and SemMaterials retained and
reserved the Prior Retained Assets (as defined herein) and retained and reserved
all of the rights and obligations associated with the Prior Retained
Assets;
WHEREAS
, pursuant to a
Purchase Agreement, dated as of January 14, 2008, SemMaterials sold and
transferred 100% of the limited liability company membership interests of SMEP
to SemGroup Energy Partners Operating, L.L.C. on February 20, 2008;
WHEREAS
, commencing on July
22, 2008, SemMaterials and certain of their Affiliates (as defined herein) filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (as
defined herein), which cases are pending in the Bankruptcy Court (as defined
herein);
WHEREAS
, SemMaterials is a
debtor and debtor in possession in the Bankruptcy Cases (as defined herein) and
is currently authorized to conduct its business under Sections 1107 and 1108 of
the Bankruptcy Code;
WHEREAS
, as of the Effective
Date, K.C. Asphalt and SemMaterials (i) terminated the Prior Retained Easements
(as defined herein), (ii) transferred, conveyed and assigned the
interests previously retained in the Prior Retained Leasehold Agreements (as
defined herein) to SMEP and (iii) contributed the Asphalt Processing Assets (as
defined herein) to SGLP Asphalt, L.L.C., a Texas limited liability company
(“
SGLP
Asphalt
”), each pursuant to a Contribution Agreement (the “
Asphalt Contribution
Agreement
”);
WHEREAS
, SemMaterials is the
sole member of SGLP Asphalt and owns 100% of the Equity Interests (as defined
herein) of SGLP Asphalt (the “
Transferred
Interest
”); and
WHEREAS
, SemMaterials desires
to transfer, convey and assign to SMEP the Transferred Interest, and SMEP
desires to have the Transferred Interest transferred, conveyed and assigned to
it, on the terms set forth in this Agreement.
AGREEMENTS
NOW,
THEREFORE
, for and in
consideration of the premises, the mutual covenants and agreements contained
herein, and other good and
valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Parties, the Parties hereby
agree as follows:
ARTICLE
1
Certain
Definitions
1.01
In this
Agreement, capitalized terms used but not otherwise defined herein shall have
the meaning assigned such term in the Asphalt Contribution Agreement, the terms
defined in the preamble and the Recitals have the meanings indicated and the
following terms will have the meanings indicated below:
“
Affiliates
” shall
have the meaning given such term in Master Agreement.
“
Clawback Notice
”
shall have the meaning given such term in
Section
4.01(b)
.
“
Clawback Payment
”
shall have the meaning given such term in
Section
4.01(a)
.
“
Clawback Period
”
shall have the meaning given such term in
Section
4.01(a)
.
“
Clawback Sale
” shall
have the meaning given such term in
Section
4.01(a)
.
“
Dispute Notice
” shall
have the meaning given such term in
Section
4.01(c)
.
“
Disputed Items
” shall
have the meaning given such term in
Section
4.01(c)
.
“
Equity Interests
”
means all limited liability company interests, units, participations or
equivalents of limited liability company interests of SGLP Asphalt, however
designated.
“
GAAP
” means United
States generally accepted accounting principles as in effect from time to
time.
“
Net Proceeds
” means
the aggregate cash proceeds received by SMEP or any of its Affiliates in respect
of an asset sale that includes Asphalt Processing Assets, net of (i) the direct
and indirect costs relating to such asset sale, including, without limitation,
legal, accounting and investment banking fees, (ii) Taxes paid or payable as a
result thereof, and (iii) the value of and any reserve for adjustment in respect
of the sale price of such asset or assets established in accordance with GAAP,
including, without limitation, in respect of sales price adjustments,
non-competition agreements and assumed or retained liabilities associated with
the asset or assets disposed of in such transaction, including, without
limitation, liabilities related to environmental matters or against any
indemnification obligations associated with such asset sale.
“
Referee
” shall have
the meaning given such term in
Section
4.01(c)
.
“
Resolution Period
”
shall have the meaning given such term in
Section
4.01(c)
.
ARTICLE
2
Conveyance,
Transfer and Assignment
of
the Transferred Interests
2.01
Conveyance
of the Transferred Interests
. For good and valuable
consideration, the sufficiency of which is hereby acknowledged, SemMaterials
hereby transfers, assigns, conveys and delivers to SMEP, the Transferred
Interests free and clear of any and all Liens (other than Permitted
Exceptions).
2.02
Assumed
Liabilities
. As of the Effective Date, SMEP does hereby assume
and thereafter in due course will pay and fully satisfy any Liabilities
associated with the Transferred Interests.
ARTICLE
3
Further
Assurances
3.01
Further
Assurances of SemMaterials to SMEP
. From time to time after
the Effective Date, and without any further consideration, each of SemMaterials
and SMEP shall execute, acknowledge and deliver such additional assignments and
other conveyance documents, and will do all such other acts and things, all in
accordance with Applicable Law, as may be necessary or reasonably appropriate to
more fully and effectively to vest in SMEP and its successors and assigns
beneficial and record title to the Transferred Interests, and/or to more fully
and effectively carry out the purposes and intent of this
Agreement.
ARTICLE
4
Covenants
4.01
Sale of
the Asphalt Processing Assets
.
(a)
If SMEP
or any of its Affiliates (as defined in the Master Agreement) consummates a sale
(other than to SMEP or any of its Affiliates), including by way of merger or
consolidation, of any Asphalt Processing Assets (a “
Clawback Sale
”)
during the period beginning on the Effective Date and ending on December 31,
2009 (the “
Clawback
Period
”), then SMEP will pay SemMaterials 20% of the Net Proceeds
received from each such sale attributable to the sold Asphalt Processing Assets
(the “
Clawback
Payment
”) in accordance with the terms of this
Section
4.01
.
(b)
Within
fifteen (15) days after a Clawback Sale consummated during the Clawback Period,
SMEP shall deliver a schedule (the “
Clawback Notice
”) to
SemMaterials listing the following in reasonable detail: (i) the Asphalt
Processing Assets that were sold in such Clawback Sale, (ii) the assets other
than Asphalt Processing Assets that were sold in such Clawback Sale, if any,
(iii) an allocation of the Net Proceeds from such sale showing the Net Proceeds
attributable to the Asphalt Processing Assets and the Net Proceeds attributable
to assets other than Asphalt Processing Assets, if any, and (iv) the proposed
Clawback Payment.
(c)
If
SemMaterials disputes the allocation reflected in any Clawback Notice, then
SemMaterials may, within thirty (30) days after receipt of such statement or
invoice, deliver a written notice to SMEP (the “
Dispute Notice
”)
setting forth the items in dispute in reasonable detail (the “
Disputed
Items
”). During the thirty (30) day period following delivery
of the Dispute Notice (the “
Resolution Period
”),
the Parties will use their commercially reasonable efforts to reach agreement on
the Disputed Items set forth in the Dispute Notice. If the Parties
are unable to reach an agreement during the Resolution Period, then they will
appoint a mutually acceptable independent party to review the Dispute Notice and
determine the final amount of the Disputed Items. If the Parties are
unable to agree on a single independent party within fifteen (15) days after the
end of the Resolution Period, then the Parties will each appoint one (1)
independent party, who will jointly select a third independent party (singly or
collectively, the “
Referee
”), within
thirty (30) days after the end of the Resolution Period. The Referee
shall deliver its determination to the Parties within thirty (30) days from the
date of its engagement. The Referee’s report shall be final and
binding upon the Parties. The cost of the Referee’s engagement and
report shall be shared fifty percent (50%) by SMEP and fifty percent (50%) by
SemMaterials.
(d)
If
SemMaterials does not deliver a Dispute Notice to SMEP within the time period
indicated in Section 4.01(c), then SMEP shall promptly deliver to SemMaterials
the Clawback Payment indicated in the Clawback Notice. If
SemMaterials delivers a Dispute Notice to SMEP within the time period indicated
in Section 4.01(c), then, after such Dispute has been resolved, SMEP shall
promptly deliver to SemMaterials the Clawback Payment.
ARTICLE
5
Miscellaneous
5.01
Headings; References; Interpretation
. All
article and section headings in this Agreement are for convenience only and
shall not be deemed to control or affect the meaning or construction of any of
the provisions hereof. The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole, including without limitation, all exhibits and schedules
attached hereto, and not to any particular provision of this
Agreement. All references herein to articles, sections, exhibits and
schedules shall, unless the context requires a different construction, be deemed
to be references to the articles, sections, exhibits and schedules of this
Agreement, respectively, and all such exhibits and schedules attached hereto are
hereby incorporated herein and made a part hereof for all
purposes. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders,
and the singular shall include the plural and vice versa. The use
herein of the word “including” following any general statement, term or matter
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as “without limitation,”
“but not limited to,” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general
statement, term or matter.
5.02
Binding
Effect; Successors
.
The provisions of
this Agreement shall be binding upon and inure to the benefit of the Parties and
the respective successors and assigns of each of the Parties, including, without
limitation, any trustee hereinafter appointed in the Bankruptcy Cases as the
representative of the estates of the SemGroup Parties (as defined in the Master
Agreement), or any other representative of the SemGroup Parties who qualifies in
a case under the Bankruptcy Code or in connection with any other state,
provincial, or federal proceeding. The terms and conditions of this
Agreement shall survive:
(a)
the entry
of any subsequent Order converting any of the Bankruptcy Cases from chapter 11
of the Bankruptcy Code to chapter 7 of the Bankruptcy Code;
(b)
the
appointment of any trustee in any of the Bankruptcy Cases in any ensuing chapter
7 cases under the Bankruptcy Code;
(c)
the
confirmation of a plan of reorganization for SemMaterials under the Bankruptcy
Code;
(d)
the
dismissal of any of the Bankruptcy Cases or an Order withdrawing the reference
from the Bankruptcy Court;
(e)
an Order
from the Bankruptcy Court abstaining from handling any of the SemMaterials’
Bankruptcy Cases; or
(f)
a sale,
assignment or other disposition of all or part of the Seller’s assets or this
Agreement to any third party and/or assignee.
5.03
No Third
Party Rights
.
The provisions of
this Agreement are intended to bind the Parties hereto and their successors and
assigns as to each other and are not intended to and do not create rights in any
other person or confer upon any other person any benefits, rights or remedies
and no person is or is intended to be a third party beneficiary of any of the
provisions of this Agreement.
5.04
Counterparts
.
This Agreement
may be executed in any number of counterparts, each of which, when so executed
and delivered (including by facsimile or electronic mail transmission), will be
deemed an original, but all of which together will constitute one and the same
instrument.
5.05
Governing
Law
.
THIS AGREEMENT,
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR
CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT,
TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED,
AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
OKLAHOMA
(WITHOUT
REGARD TO ANY CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE APPLICATION OF
THE LAW OF ANY OTHER JURISDICTION).
5.06
Submission
to Jurisdiction
.
(a)
Without
limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all actions related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 5.07
;
provided
,
however
, that if a
plan of reorganization in the Bankruptcy Cases has become effective, the Parties
agree to and hereby unconditionally and irrevocably submit to the exclusive
jurisdiction of the federal or state courts of the State of Oklahoma and any
appellate court from any thereof, for the resolution of any such claim or
dispute.
(b)
The
Parties hereto hereby unconditionally and irrevocably waive, to the fullest
extent permitted by Applicable Law, any objection which they may now or
hereafter have to the laying of venue of any dispute arising out of or relating
to this Agreement or any of the transactions contemplated hereby brought in any
court specified in paragraph (a) above, or any defense of inconvenient forum for
the maintenance of such dispute. Each of the Parties hereto agrees
that a judgment in any such dispute may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
(c)
Each of
the Parties hereto hereby consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section
5.07
.
5.07
Notices
. All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be given or made (and shall be deemed to have been
duly given or made upon receipt) by delivery in person, by overnight courier
service, by facsimile or electronic transmission with receipt confirmed
(followed by delivery of an original via overnight courier service) or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective Parties at the following addresses (or at such other address for a
Party as shall be specified in a notice given in accordance with this
Sectio
n 5.07
):
If to
Licensor:
SemGroup,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention:
Chief Financial Officer
SemMaterials,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention:
Chief Financial Officer
With a
copy to:
Weil,
Gotshal & Manges LLP
200
Crescent Court, Suite 300
Dallas,
Texas 75201
Phone: 214-746-7700
Fax: 214-746-7777
Attention: Michael
A. Saslaw, Esq.
If to
Licensee:
SemGroup
Energy Partners, L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136
Phone:
(918) 524-5500
Fax: (918)
524-5805
Attention:
Chief Financial Officer
With a
copy to:
Baker
Botts L.L.P.
2001 Ross
Avenue, Suite 700
Dallas,
Texas 75201
Phone: (214)
953-6500
Fax: (214)
953-6503
Attention:
Doug Rayburn, Esq.
5.08
Severability
.
If any of the
provisions of this Agreement are held by any court of competent jurisdiction to
contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity
shall not invalidate the entire Agreement. Instead, this Agreement
shall be construed as if it did not contain the particular provision or
provisions held to be invalid, and an equitable adjustment shall be made and
necessary provisions added so as to give effect to the intention of the Parties
as expressed in this Agreement at the time of execution of this
Agreement.
5.09
Amendment
or Modification
.
This Agreement
may be amended or modified from time to time only by the written agreement of
all the Parties hereto.
5.10
Integration
.
This Agreement
(including the schedules and exhibits), the Master Agreement and the other
Transaction Documents (as defined in the Master Agreement), including the
Asphalt Contribution Agreement and Real Property Transfer Agreement, represent
the entire understanding and agreement between the Parties hereto with respect
to the subject matter hereof;
provided
,
however
, that in the
event of any dispute, this Agreement, (including the schedules and exhibits)
shall be interpreted to be consistent with the SGLP Settlement Orders (as
defined in the Master Agreement).
5.11
Representations
and Warranties
.
SemMaterials
represents and warrants to SMEP hereto as follows: (i) SGLP Asphalt is a limited
liability company duly organized, validly existing and in good standing under
the Laws of the State of Texas; (ii) upon the transfer, assignment, conveyance
and delivery of the Transferred Interests contemplated by this Agreement, SMEP
will acquire 100% of the issued and outstanding Equity Interests; and (iii) as
of the date hereof, except for obligations or Liabilities incurred in connection
with its formation and the transactions contemplated hereby and in the Asphalt
Contribution Agreement, SGLP Asphalt has not incurred, directly or indirectly
through any Affiliate, any obligations or Liabilities or engaged in any business
or activities of any type or kind whatsoever or entered into any agreements or
arrangements with any Person.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, each party hereto has executed and delivered this Agreement as
of the date first written above to be effective as of the Effective
Date.
TRANSFEREE:
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name:
Alex G. Stallings
Title: Chief
Financial Officer and Secretary
TRANSFEROR:
SEMMATERIALS,
L.P.
By:
SemOperating G.P., L.L.C., its general partner
By:
/s/ Terrence
Ronan
Name:
Terrence
Ronan
Title:
President and CEO
EXHIBIT 10.6
THROUGHPUT
AGREEMENT
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.
Section
1.
Definitions
. In
this Agreement, unless the context requires otherwise, the terms defined in the
preamble have the meanings indicated and the following terms will have the
meanings indicated below:
“
Affiliate
” means, in relation
to a Party, any Person that (i) directly or indirectly controls such Party, (ii)
is directly or indirectly controlled by such Party or (iii) is directly or
indirectly controlled by a Person that directly or indirectly controls such
Party. For this purpose, “control” of any entity or Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of any Person, whether through the
ownership of a majority of equity interests or voting power or control in fact
of the entity or Person or otherwise. For purposes of this Agreement,
Owner and its subsidiaries shall not be deemed to be Affiliates of Customer and
its other subsidiaries.
“
Applicable Law
” means (i) any
law, statute, regulation, code, ordinance, license, decision, order, writ,
injunction, decision, directive, judgment, policy, or decree of any Governmental
Authority and any judicial or administrative interpretations thereof, (ii) any
agreement, concession or arrangement with any Governmental Authority and (iii)
any license, permit or compliance requirement by any Governmental Authority, in
each case applicable to either Party and as amended or modified from time to
time.
“
Bankruptcy Cases
” means the
chapter 11 cases commenced by SemGroup, L.P. and certain of its direct and
indirect subsidiaries on July 22, 2008, jointly administered under Case No.
08-11525 (BLS).
“
Bankruptcy Court
” means the
United States Bankruptcy Court for the District of Delaware or any other court
having jurisdiction over the Bankruptcy Cases from time to time.
“
Barrel
” means forty-two (42)
Gallons.
“
Business Day
” means each
calendar day, excluding Saturdays, Sundays, or other holidays observed by
Owner.
“
Cushing Interchange
” means the
major pipeline, terminal and storage interchange and facilities located at
Cushing, Oklahoma.
“
Cushing Interchange Terminal
”
means the Terminal located at the Cushing Interchange.
“
Custody Transfer Meter
” means
a measurement instrument which furnishes quantity and quality information which
can be used as a basis for a change in ownership or a change in responsibility
for crude oil.
“
Dispute Notice
” has the
meaning assigned to such term in
Section 2.5
.
“
Disputed Items
” has the
meaning assigned to such term in
Section
2.5
.
“
Extended Term
” has the meaning
assigned to such term in
Section 15.1
.
“
Force Majeure
” means (i)
strikes, lockouts or other industrial disputes or disturbances, (ii) acts of the
public enemy or of belligerents, hostilities or other disorders, wars (declared
or undeclared), blockades, thefts, insurrections, riots, civil disturbances or
sabotage, (iii) acts of nature, landslides, severe lightning, earthquakes,
fires, tornadoes, hurricanes, storms, and warnings for any of the foregoing
which may necessitate the precautionary shut-down of pipelines, trucks, docks,
loading and unloading facilities or the Terminal or other related facilities,
floods, washouts, freezing of machinery, equipment, or lines of pipe, inclement
weather that necessitates extraordinary measures and expense to construct
facilities or maintain operations, tidal waves, perils of the sea and other
adverse weather conditions or unusual or abnormal conditions of the sea or other
water, (iv) arrests and restraints of, or other interference or restrictions
imposed by, governments (either federal, state, civil or military and whether
legal or de facto or purporting to act under some constitutions, decree, law or
otherwise), necessity for compliance with any court order, or any law, statute,
ordinance, regulation, or order promulgated by a Governmental Authority having
or asserting jurisdiction, embargoes or export or import restrictions,
expropriation, requisition, confiscation or nationalization or (v) epidemics or
quarantine, explosions, breakage or accidents to equipment, machinery, plants,
facilities or lines of pipe, electric power shortages, breakdown or injury of
trucks or vessels or any other causes, whether of the kind enumerated above or
otherwise, which were not reasonably foreseeable, and which are not within the
control of the Party claiming suspension of its obligations under this Agreement
pursuant to
Section 10
and
which by the exercise of reasonable due diligence such Party is unable to
prevent or overcome. Such term will likewise include, in those
instances where a Party is required to obtain servitudes, rights-of-way, grants,
permits, or licenses to enable such Party to fulfill its obligations under this
Agreement, the inability of such Party to acquire, or delays on the part of such
Party in acquiring, at reasonable cost and after the exercise of reasonable
diligence, such servitudes, rights-of-way grants, permits or licenses, and in
those instances where a Party is required to furnish materials and supplies for
the purpose of constructing or maintaining facilities to enable such Party to
fulfill its obligations under this Agreement, the inability of such Party to
acquire, or delays on the part of such Party in acquiring, at reasonable cost
and after the exercise of reasonable diligence, such materials and
supplies. If Owner is claiming a suspension of its obligations under
this Agreement pursuant to
Section 10
, any
of the above listed events or circumstances will constitute a Force Majeure upon
the first occurrence of the event or circumstance. If Customer is
claiming a suspension of its obligations under this Agreement, an event or
circumstance will not constitute a Force Majeure unless and until it has
occurred and continues for thirty (30) consecutive days.
“
Gallon
” means a U.S. gallon of
231 cubic inches corrected to 60 degrees Fahrenheit.
“
Governmental Authority
” means
any foreign or U.S. federal, state, regional, local or municipal governmental
body, agency, instrumentality, board, bureau, commission, department, authority
or entity established or controlled by a government or subdivision thereof,
including any legislative, administrative or judicial body, or any person
purporting to act therefor.
“
Indemnified Party
” has the
meaning assigned to such term in
Section 18.1
.
“
Indemnifying Party
” has the
meaning assigned to such term in
Section 18.1
.
“
Independent Inspector
” means a
licensed Person who performs sampling, quality analysis and quantity
determination of the Product received or delivered.
“
Initial Term
” has the meaning
assigned to such term in
Section 15.1
.
“
Interest Rate
” means the
one-month London Interbank Offered Rate (“
LIBOR
”).
“
Liability
” means any
obligation, liability, charge, deficiency, assessment, interest, penalty,
judgment, award, cost or expense of any kind (including reasonable attorneys’
fees, other fees, court costs and other disbursements). The term also
includes any liability that directly or indirectly arises out of or is related
to any claim, proceeding, judgment, settlement or judicial or administrative
order made or commenced by any third party or Governmental
Authority.
“
Longview Terminal
” means the
Terminal located at Longview, Texas.
“
Meter Resolution Period
” has
the meaning assigned to such term in
Section
8.2
.
“
Month
” means a calendar
month.
“
Person
” means and includes
natural persons, corporations, limited partnerships, limited liability
companies, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and all
Governmental Authorities.
“
Product
” means each of the
products described in
Attachment “B”
which are owned by or for the account of the Customer.
“
Product Loss
” means any loss
of Product occurring as a result of any contamination, adulteration,
mislabeling, misidentification or other loss of or damage to Product caused by
the failure of Owner to use reasonable industry procedures in the handling,
testing or storage of Product. Product Loss shall not include the
result of loss of or damage to Product (i) associated with circumstances
involving Force Majeure, (ii) caused by the act or omission of Customer or (iii)
due to pipeline line loss of no greater than 2/10 of 1% on Barrels owned by
Customer.
“
Referee
” has the meaning
assigned to such term in
Section 2.5
.
“
Required Compliance Capital
Expenditures
” has the meaning assigned to such term in
Section
4.5
.
“
Resolution Period
” has the
meaning assigned to such term in
Section 2.5
.
“
Scheduling Notice
” has the
meaning assigned to such term in
Section 4.2
.
“
System
” has the meaning
indicated in
Attachment “A”
.
“
Temporary Event
” has the
meaning assigned to such term in
Section 4.1
.
“
Term
” has the meaning
indicated in
Section
15.1
.
“
Terminal
” means terminals
described in
Attachment “A”
.
“
Third Party
” means any entity
other than Owner, Customer or their Affiliates.
“
Third Party Claim
” has the
meaning assigned to such term in
Section 18.3
.
Section
2.
Services,
Statements, Invoices, Documents and Records
.
2.1
Owner
will provide to or for Customer on or by means of the System (i) pipeline
gathering and transportation services for Product for delivery to refiners, to
other pipelines or to storage facilities operated by Owner, Customer or by Third
Parties; (ii) truck gathering and transportation services for Product at
wellhead locations within Owner’s current operational areas and at any other
location to which the Parties mutually agree for delivery to Owner’s or
Customer’s pipeline gathering system, to Third Party pipelines or to Owner’s or
Customer’s Cushing Interchange Terminal; (iii) terminalling and storage services
related to the receipt, storage and delivery of Product into and out of storage
tanks at Owner’s Cushing Interchange Terminal, Owner’s Longview Terminal or at
other storage facilities on the System; and (iv) such additional services as may
be provided under this Agreement and
Attachment “A”
. For
the services set forth above, Customer shall pay Owner the fees, rates and
charges contained in
Attachment “A”
to this Agreement. The foregoing services will be performed in a
manner consistent with Owner’s current practices on the System and in compliance
with Applicable Law. Owner may adapt its performance of services
pursuant to this Agreement in order to be consistent with industry practices, in
order to meet the requirements of health and safety laws, rules and regulations
and in order to achieve the efficient utilization of the System.
2.2
Owner
will transmit to Customer receipt and delivery information (i) in the form of an
electronic data feed consistent with the format used as of the Effective Date
from Excalibur and (ii) to the extent such receipt and delivery information is
not available via an electronic data feed, statements of receipts, deliveries
and ending inventory, copies of individual tank gauging documents, pipeline
meter tickets, tank truck unloading and other gauging documents, as
applicable. Owner will provide all such receipt and delivery
information within two (2) Business Days following the receipt or delivery of
Product. Owner will allow Customer reasonable access to copies of
individual tank gauging documents, pipeline meter tickets, tank truck unloading
and other gauging documents, as applicable, to the extent requested by
Customer.
2.3
Within
fifteen (15) days following the end of each Month during the Term of this
Agreement, Owner will (i) provide a monthly inventory statement and (ii) submit
to Customer statements recording the volume of Customer’s Product received into
and delivered from the System during the Month, together with an invoice for
amounts due under this Agreement for services provided during the
Month.
2.4
Each
Party will maintain a true and correct set of records pertaining to its
performance of this Agreement and will retain copies of all such records for the
longer of (i) a period of two (2) years following the end of the fiscal year to
which such records pertain or (ii) such longer period as may be necessary to
comply with provisions of Applicable Law. Upon reasonable prior
notice, a Party or its authorized representative may at its sole cost, during
the Term of this Agreement and thereafter during the aforesaid two (2) year
period, inspect such records of the other Party during normal business hours at
the other Party’s place of business.
2.5
If
Customer disputes the amount reflected in any statement or invoice delivered
pursuant to
Section
2.3
of this Agreement, then Customer may, within thirty (30) days after
receipt of such statement or invoice, deliver a written notice to Owner (the
“
Dispute Notice
”)
setting forth the items in dispute in reasonable detail (the “
Disputed
Items
”). During the thirty (30) day period following delivery
of the Dispute Notice (the “
Resolution Period
”), the
Parties will use their commercially reasonable efforts to reach agreement on the
Disputed Items set forth in the Dispute Notice. If the Parties are
unable to reach an agreement during the Resolution Period, then they will
appoint a mutually acceptable independent party to review the Dispute Notice and
determine the final amount of the Disputed Items. If the Parties are
unable to agree on a single independent party within fifteen (15) days after the
end of the Resolution Period, then the Parties will each appoint one (1)
independent party, who will jointly select a third independent party (singly or
collectively, the “
Referee
”), within thirty (30)
days after the end of the Resolution Period. The Referee shall
deliver its determination to the Parties within thirty (30) days from the date
of its engagement. The Referee’s report shall be final and binding
upon the Parties. The cost of the Referee’s engagement and report
shall be shared fifty percent (50%) by Owner and fifty percent (50%) by
Customer.
Section
3.
Fees,
Charges and Taxes
.
3.1
Customer
will pay Owner the fees, rates and charges set forth in
Attachment “A”
with respect to the services provided under this Agreement. All such
payments, as well as any taxes and other amounts to which Owner is entitled
under this Agreement, shall be paid in accordance with the terms and conditions
set forth in this Agreement.
3.2
All fees
and charges reflected in Owner’s invoices are due and payable within fifteen
(15) Business Days after Customer’s receipt of Owner’s
invoice. Payment must be made by electronic wire transfer of same day
available federal funds to Owner’s account and bank, both as indicated on
Owner’s invoice. Invoices may be sent by electronic mail and
telephone facsimile. If Customer disputes any portion of an invoice,
Customer must pay the undisputed portion of the invoice. Overdue or
disputed amounts that are resolved in favor of Owner will accrue interest at the
Interest Rate from the date that payment is due until paid in
full. If overdue or disputed amounts are resolved in favor of Owner,
then Customer will pay Owner’s reasonable, out-of-pocket costs (including
reasonable attorney’s fees) of collecting past due payment and late payment
charges;
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
2.5
. If overdue or disputed amounts are resolved in favor of
Customer, then Owner will pay all of Customer’s reasonable, out-of-pocket costs
(including reasonable attorney’s fees) of defending itself;
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
2.5
. Any disputed amounts shall be resolved in accordance with
Section 2.5
of
this Agreement.
3.3
Customer
will pay any and all taxes, fees or other charges and assessments imposed on the
services provided under this Agreement, including sales or other excise taxes on
transportation, gathering, storage and terminal services. Customer
will also pay any ad valorem or property ownership taxes, if any, on Customer’s
Product in the System and Customer’s other property, if any, at the facilities
on the System. Owner shall be responsible for and pay all other
applicable taxes levied upon Owner, including its own income and franchise taxes
and any ad valorem taxes levied on the System.
3.4
Customer
agrees not to challenge, protest or file a complaint, or cause, encourage or
recommend to any Affiliate or any other person that it challenge, protest or
file a complaint with respect to any rates, tariffs, rules or regulations in
effect during the Term of the Agreement, as the same may be amended from time to
time, provided that such tariffs, regulatory filings or rates do not conflict
with the terms of the Agreement.
Section
4.
Operations,
Receipts and Deliveries
.
4.1
Customer’s
Product will be gathered, transported, terminalled and stored using the modes of
transportation and storage facilities, and Customer will pay for such services
based on the charges specified in
Attachment “A”
. Receipts
and deliveries of Product will be handled within the normal business hours of
the System as set forth on
Attachment “A”
. Owner
may, without Customer’s approval, make temporary changes in business hours or
temporarily close any System asset because of an extraordinary event (a “
Temporary
Event
”). Owner will notify Customer of such Temporary Event in
advance, or as soon after implementation as is practicable. Except as
required pursuant to
Section 15
or
18
of this Agreement,
Owner will not be responsible for the payment of any costs incurred by Customer
or its transportation carrier for any delay in receiving or delivering Product
or any other costs or fees.
4.2
Customer
must arrange for and pay all Third Party costs related to the receipt or
delivery of Customer’s Product to and from the System. Owner is not
responsible for such Third Party costs or any losses of Customer therefrom,
except as required under
Section 15
or
18
of this
Agreement. Unless otherwise provided by Owner in writing, Customer
must provide notice reasonably acceptable to Owner (in accordance with
Section 13
)
containing all necessary shipping instructions, including without limitation,
the identity and quantity and any other specifications of the Product and the
tentative date of delivery to the System (the “
Scheduling
Notice
”). Notwithstanding
Section 13
, such
communication may be effected, with Owner’s consent, by electronic mail or
facsimile.
4.3
Subject
to the restrictions of
Attachment “A”
,
Owner will deliver to Customer, or to such Third Parties as Customer may direct,
the Product held by Owner on the System for the account of Customer at the
delivery point requested by Customer. Customer is responsible for
providing to Owner documentation required to authorize deliveries for or on its
behalf from the System.
4.4
Owner
will provide System gathering, transportation, storage and terminalling services
to Customer only with respect to Product. Customer will have access
to the System for other products only with prior written notice to and consent
by Owner. Any other product approved by Owner will then become part
of “Product” as defined in this Agreement. If a special method of
providing terminal, storage, gathering, or transportation services is required
for Product, then Customer must notify Owner in sufficient time to enable Owner
to consider whether, in Owner’s sole discretion, it will accept the proposed
changes in the method of delivering the services and to take the necessary
preparatory measures if it agrees with such changes. Absent such
notice and absent Owner’s written approval with respect to changes in the
Product or the method of delivering the services, Owner will not be liable for
losses or damage incurred during the gathering, transportation, storage and
terminalling of Product, nor will Owner be obligated to provide such special
terminal, storage, transportation or gathering service. It is
understood that the cost of any additional or special equipment required by
Customer or of alterations made necessary by the nature of Product, will be for
the account of Customer, and Customer will be responsible for the expense of any
necessary cleaning and restoration to their previous condition of the Terminal
or storage, transportation, and gathering equipment, including, without
limitation, tanks, pipelines, trucks, pumps, hoses, meters, and loading
facilities, unless otherwise explicitly stated in this Agreement. All
fixtures, equipment and appurtenances attached to the tanks, pipelines, trucks
and other facilities of the System will be installed by the Owner and will
remain the property of Owner.
4.5
If any
Governmental Authority requires installation of any improvement, alteration or
addition to any Terminal, tank, truck, pipeline or other equipment on the System
for purposes of compliance with Applicable Law, and if the installation would
require Owner to make substantial and unanticipated capital expenditures, other
than continued maintenance and capital expenditures not affected by such
requirement (“
Required
Compliance Capital Expenditures
”), and Owner elects not to make such
Required Compliance Capital Expenditure(s) and thus can no longer operate the
affected Terminal, tank, truck, pipeline or other equipment on the System needed
to provide service on that potion of the System to Customer, Owner will be
entitled to terminate service on the affected portion of the System under this
Agreement by providing at least thirty (30) days prior written notice to
Customer. Such notice will specify the services that Owner will no
longer provide under this Agreement and the date that such affected services
will be terminated.
4.6
Owner
will be responsible for providing all tank bottoms and line fill to ensure
efficient operation of the System at Owner’s sole cost and expense.
4.7
Owner
shall have no liability for not having available capacity in the System to
accommodate all of Customer’s Product as a result of System oversubscription, so
long as to the extent the System is oversubscribed, Owner will accept a pro rata
portion of Customer’s Product on terms which are neither unduly discriminatory
nor preferential to terms offered to other shippers.
Section
5.
Product
Quality Standards and Requirements
.
5.1
Customer
warrants to Owner that all Product tendered by or for the account of Customer
for receipt on the System will conform to the specifications for such Product
set forth in
Attachment “B”
,
attached to this Agreement and included in it for all purposes by this
reference, and will comply with industry standards and all Applicable
Law. Owner may rely upon the specifications and representations of
Customer, if any, set forth in the Scheduling Notice described in
Section 4.2
as
to Product quality. Owner will not be obligated to receive Product
into the System that is contaminated or that otherwise fails to meet those
specifications, nor will Owner be obligated to accept Product that fails to meet
Product grade, if any, set forth in the Scheduling Notice. With prior
written consent of Customer (not to be unreasonably withheld, conditioned or
delayed), Owner may remove or dispose of or otherwise treat the Product for any
water or other material or contaminants in or associated with the Product at any
time and Customer shall pay or reimburse all costs and expense associated with
such removal, disposal or treatment.
5.2
The
quality of Product tendered into the System for Customer’s account may be
verified either by Customer’s laboratory analysis, or by an Independent
Inspector’s analysis indicating that the Product so tendered meets minimum
Product specifications, if any, set forth in the Scheduling
Notice. Such analysis may be conducted on a periodic basis in
accordance with a quality compliance program implemented by Customer, which
program shall be subject to the approval of Owner, which approval shall not be
unreasonably withheld. All costs associated with such compliance
program shall be borne by Customer. Upon reasonable notice to
Customer, Owner, at its expense, may sample any Product tendered to Owner for
Customer’s account for the purpose of confirming the accuracy of the
analysis.
5.3
Owner may
commingle fungible Products received from or on behalf of Customer with those
fungible products of other Third Parties using the System. Each Party
may at all reasonable times conduct appropriate tests to determine whether
Product meets the specifications set forth in the Scheduling
Notice. Owner will be liable to Customer by reason of contamination
of Product occurring in the System that causes the Product to fail to meet
specifications, but only to the extent such contamination involves a Product
Loss. In all other cases, Customer shall indemnify Owner for any
Liability incurred by Owner to Parties who purchase Product from
Customer.
Section
6.
Title and
Custody of Product
.
6.1
Title to
the Product will remain with Customer at all times subject to any lien in favor
of Owner created under Applicable Law. Owner will assume custody of
the Product at the time such Product passes into the System at the truck, the
gathering line meter, the pipeline meter or the flange connection between a
Third Party gathering or transportation carrier and that of Owner’s receiving
facilities. If Product is delivered to Customer by pipeline, custody
of the Product shall pass to Customer when the Product passes the flange
connection between Owner’s delivery facilities and that of the connecting
pipeline. If Product is delivered to Customer by truck rack, custody
of the Product shall pass to Customer when the Product passes the last permanent
flange connection between the truck of Customer’s transportation carrier and
Owner’s loading assembly.
6.2
Owner
shall not cause any lien of any kind, other than under Applicable Law, to be
fixed upon or against any Barrels of Product owned by Customer or the proceeds
thereof, except as specified in
Section 6.1
of this
Agreement.
6.3
Owner
shall indemnify Customer for damages, losses, or injury caused by Owner’s gross
negligence or intentional misconduct. Owner shall otherwise have no
responsibility for any loss, damage or injury to persons or property (including
the Product) arising out of possession or use of the Product, except to the
extent that such loss, damage or injury involves a Product
Loss. Customer shall indemnify Owner for any Liability incurred by
Owner to Third Parties arising out of Owner’s possession or use of the Product
for which Owner is not liable under this paragraph and for any Liability to
Third Parties arising out of or pertaining to the Product before its delivery by
Customer into the System and after its receipt by Customer from the
System.
Section
7.
Limitation
of Liability and Damages
.
7.1
The
maximum Liability of Owner for Product Loss will not exceed, and is strictly
limited to, the market value of the Product at the time of the Product Loss,
plus the costs and expenses actually, reasonably and necessarily incurred by
Customer or Customer’s immediate purchaser in damage to equipment into which
such Product was delivered from the System, plus any fines and penalties
actually levied or imposed by anyone including Governmental Authorities against
Customer or Customer’s immediate purchaser by reason of such fault on Owner’s
part. Owner may, in lieu of payment for Product, replace such Product
with Product of like grade and quality.
7.2
EXCEPT
FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD
PARTIES, THE PARTIES’ LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT,
ACTUAL DAMAGES ONLY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIFIC
PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT,
CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES ITS DUTY TO
MITIGATE DAMAGES HEREUNDER.
Section
8.
Product
Measurement
.
8.1
Quantities
of Product received into and delivered from the System shall be determined as
follows: (i) for pipeline deliveries and receipts, volumes shall be
determined by pipeline meters, where applicable, and (ii) for deliveries and
receipts by truck, volumes shall be measured by the following methods in order
of priority: (x) proven API-approved meters and (y) static
terminal tank gauges. Absent fraud or manifest error, the quantities
of Product in the System at any time will be determined from System inventory
records of receipts and deliveries, as well as from beginning inventory
balances. Unless indicated otherwise, quantity determinations will be
based on a Barrel of Product and shall be determined in accordance with the
latest established API/ASTM standards for the method of delivery. All
volumes shall be temperature corrected to 60°F in accordance with the latest
supplement or amendment to ASTM-IP petroleum measurement tables (ASTM designated
D#1250.table 6(b)). Gauging of Product received, delivered and in
storage will be taken jointly by representatives of the Parties;
provided
, that if
Customer does not have representatives present for gauging, Owner’s gauging will
be conclusive, absent fraud or manifest error. Customer may use an
Independent Inspector at its own expense.
8.2
Custody
Transfer Meters will be calibrated periodically and after each completion of
repair or replacement of a meter at Owner’s expense. Upon reasonable
request by Customer, Owner will provide Customer the results of the calibration
and will allow Customer to observe the calibration of the meters and
gauges. Customer may reasonably request Owner to calibrate Custody
Transfer Meters if at least sixty (60) days has passed since the previous
calibration. Such calibration shall be in accordance with
the latest applicable API/ASTM standards. If a Custody Transfer Meter
is determined by either Party to be defective or inoperative, such Party shall
immediately notify the other Party in writing, and it will be the responsibility
of the Owner to promptly make repairs or replacements. In the event
that Product was received into a System facility having a faulty Custody
Transfer Meter, the Parties will determine the correct volume of Product
received. If the Parties are unable to determine and agree on the
correct volume of Product received during the fifteen (15) day period following
written notice being provided regarding a defective or inoperative Custody
Transfer Meter (“
Meter
Resolution Period
”), they will appoint a mutually acceptable Independent
Inspector to determine the correct quantity. If the Parties are
unable to agree on a single Independent Inspector within fifteen (15) days after
the end of the Meter Resolution Period, then the Parties will each appoint one
(1) independent party, who will jointly select a third independent party within
thirty (30) days after the end of the Meter Resolution Period, which will
collectively constitute the Independent Inspector. The Independent
Inspector shall deliver its determination to the Parties within thirty (30) days
from the date of its engagement. The Independent Inspector’s report
shall be final and binding upon the Parties, except for fraud or manifest
error. The cost of the Independent Inspector’s engagement and report
shall be shared fifty percent (50%) by Owner and fifty percent (50%) by Customer
under this
Section 8.2
.
Section
9.
Product
Loss and Product Gain
.
9.1
During
such time as Owner has custody of the Product pursuant to
Section 6
, Owner
will indemnify Customer against, and is responsible for, any Product Loss that
occurs while the Product remains in the System. The total Barrels of
Product Loss, if any, will be determined by Owner within fifteen (15) days after
the last day of each calendar quarter. Any Product Loss will be
promptly replaced by Owner with Product of like grade and quality as that
tendered by Customer to Owner or Owner will reimburse Customer the cost of such
Product on the determination date thereof.
9.2
Each
calendar quarter, Owner will use the measurement procedures set out in
Section 8
to
determine the net gain or loss of Product in the System, excluding any loss
resulting in Product Loss. Owner will notify Customer within fifteen
(15) days after the last day of each calendar quarter whether there was a net
loss or net gain during such calendar quarter. If Owner notifies
Customer of a net loss or net gain, then the Parties will work collaboratively
to determine if any statements or invoices for the applicable calendar quarter
were inaccurate. If the Parties determine that inaccuracies exist,
then Owner will prepare adjusted statements and invoices within ten (10)
Business Days after such determination. Any refund or payment
reflected on the adjusted invoices will be due and payable by Owner or Customer,
as applicable, within fifteen (15) Business Days after receipt of the adjusted
invoice. Any disputes regarding the amount of any statements or
invoices will be resolved in accordance with
Section 2.5
of this
Agreement.
Section
10.
Force
Majeure
.
10.1
If either
Party is unable to perform or is delayed in performing, wholly or in part, its
obligations under this Agreement, other than the obligation to pay funds when
due, as a result of an event of Force Majeure, that Party may be excused from
such performance by giving the other Party prompt written notice of any event
that is or could become an event of Force Majeure with reasonably full
particulars thereof. The obligations of the Party giving notice, so
far as such obligations are affected by the event of Force Majeure, will be
suspended during, but not longer than, the continuance of the event of Force
Majeure beginning with the time that the event first occurs. The
affected Party must act with commercially reasonable diligence to overcome or
remedy the event of Force Majeure and resume performance as quickly as
possible. Once the event of Force Majeure is remedied, the affected
Party shall notify the other Party that the event of Force Majeure no longer
affects such obligations. If Owner is excused from providing service
pursuant to this Agreement due to an event of Force Majeure, the fees hereunder,
not already due and payable, that are directly affected by such Force Majeure
event will be excused or proportionately reduced, on a daily basis, for so long
as the Owner’s performance is excused due to the event of Force
Majeure.
10.2
The
requirement that any Force Majeure event be remedied with all reasonable
diligence shall not require the settlement of strikes, lockouts, or other labor
difficulty by the Party claiming excuse due to an event of Force Majeure
contrary to its wishes.
10.3
If either
Party is rendered unable to perform by reason of an event of Force Majeure for a
period in excess of thirty (30) days, then the Party not declaring Force Majeure
may immediately terminate this Agreement with respect to the portion of the
System affected by such Force Majeure event upon written notice to the other
Party.
Section
11.
Inspection
of and Access to System
.
11.1
Customer
shall have the right during Owner’s normal business hours and after reasonable
notice to Owner so as not to disrupt the System’s or Owner’s operations (i) to
make periodic operational inspections of the System, (ii) to conduct audits of
any pertinent books and records, including those related to receipts, deliveries
and inventories of Product, and (iii) to conduct physical verifications of the
amount of Product stored in the System. Customer’s right and that of
its authorized representatives to inspect the System will be exercised by
Customer in a way that will not unreasonably interfere with or diminish Owner’s
control over or its operation of the System and will be subject to reasonable
rules and regulations promulgated by Owner.
11.2
Customer
acknowledges that any grant of the right of access to the System under this
Agreement or under any document related to this Agreement is a grant of a
license only and shall convey no interest in or to the System or any part of
it.
Section
12.
Assignment
.
No Party
hereto may assign this Agreement, in whole or in part, except with the prior
written approval of each other Party, which approval shall not be unreasonably
withheld, delayed or conditioned;
provided
,
however
, that a Party
may assign, without the prior written consent of each other Party, this
Agreement or their respective rights and obligations hereunder, in whole or in
part, to an Affiliate (and in the case of Customer, including, but not limited
to, an assignment to White Cliffs Pipeline, L.L.C.) or any purchaser of or
successor to all or substantially all of the crude oil assets or business of
such Party;
provided
,
further
that Customer
has pledged, and may continue to pledge, its ownership interest in the Product
for the benefit of its creditors to the extent permitted by Applicable
Law. This Agreement shall inure to the benefit of, and shall be
binding upon, the Parties and their respective permitted successors and assigns,
including with respect to Customer, any reorganized debtor entity appointed
pursuant to the plan of reorganization of the Customer.
Section
13.
Notice
.
Any
notice required under this Agreement must be in writing and will be deemed
received when actually received and delivered by (i) United States mail,
certified or registered, return receipt requested, (ii) confirmed overnight
courier service, (iii) confirmed facsimile transmission or (iv) confirmed
electronic mail, each properly addressed or transmitted to the address of the
Party indicated in
Attachment “A”
or to such other address or facsimile number as one Party shall provide to the
other Party in accordance with this provision. Unless provided
otherwise herein, all statements, payments and other documents to be delivered
pursuant to this Agreement shall also be delivered to the address of the Party
indicated in
Attachment “A”
.
Section
14.
Compliance
with Law and Safety
.
14.1
Customer
covenants that the Product tendered by it will be produced, transported, and
handled in full compliance with all Applicable Law. Owner covenants
that the services provided by it under this Agreement will be in full compliance
with all Applicable Law. Each Party also covenants that it may
lawfully receive and handle the Product, and it will furnish to the other Party
any evidence required to provide compliance with Applicable Law and to file with
applicable Governmental Authorities reports evidencing such compliance with
Applicable Law.
14.2
Customer
will furnish Owner with information (including material safety data sheets)
concerning the safety and health aspects of the Product gathered, transported,
terminalled or stored under this Agreement. Owner will communicate
such information to all persons who may be exposed to or may handle such
Product, including without limitation, Owner’s agents and
contractors.
Section
15.
Term and
Termination
.
15.1
Subject
to earlier termination in accordance with the provisions of
Section 15.2
of this
Agreement, the initial term of this Agreement (the “
Initial Term
”) begins on the
Effective Date and continues for one (1) year. At the end of the
Initial Term, this Agreement will automatically extend Month-to-Month thereafter
(the “
Extended Term
”),
unless cancelled by either Party upon at least thirty (30) days prior written
notice . The Initial Term together with all Extended Terms, if any,
will be deemed the “
Term
” of this
Agreement.
15.2
A Party
may terminate this Agreement during the Term under the following
circumstances:
(a)
Either
Party fails to pay any sum owed by it to the other Party under this Agreement
within fifteen (15) Business Days of the Delivery to the defaulting Party of a
notice of default;
provided
,
however
that neither
Party shall have a right to terminate this Agreement under this
Section 15.2(a)
with
respect to any Disputed Items that remain outstanding in accordance with
Section 2.5
of this
Agreement
(b)
The
Parties may immediately terminate this Agreement by execution of a written
agreement signed by authorized representatives of both Parties, in which event
the termination shall be effective on the date specified in such
agreement.
(c)
Either
Party may terminate this Agreement in the event of a material breach of this
Agreement (other than for failure of payment to which
Section 15.2(a)
shall
apply) by the other Party, its employees, agents or servants upon not less than
thirty (30) days prior written notice to such non-defaulting Party unless such
breach has been cured within fifteen (15) days from receipt by the defaulting
Party of such notice.
(d)
Either
Party may terminate this Agreement, in its entirety or with respect to a portion
of the System only, in accordance with the provisions of
Sections 4.5
or
10.3
of this
Agreement.
15.3
Each
Party’s obligations to perform its obligations under this Agreement shall end as
of the effective date of its termination in accordance with this Agreement;
provided
,
however
, that each
Party shall remain liable to the other hereunder with respect to (a) any
obligations accruing under this Agreement prior to the effective date of such
termination, including any indemnification obligations provided hereunder or (b)
as otherwise provided in this Agreement. Notwithstanding anything in
this Agreement to the contrary,
Sections 6.3, 7, 15.3,
18
and
19
shall survive the
expiration or termination of this Agreement. If the Customer is not
then in default, Customer shall be entitled to remove its Product from the
truck, pipeline, tank or Terminal or other System facilities at any
time. In the event that Customer is unable to immediately remove its
Product, then Owner will replace the Product with Product of like grade and
quality as that originally tendered by Customer to Owner that is immediately
removable or Owner will reimburse Customer the cost of such Product on the date
of such attempted removal.
Section
16.
Insurance
.
16.1
Workers’ Compensation
Insurance
. At all times during the term of this Agreement,
each Party shall carry and maintain in force, workers’ compensation insurance,
with policy limits equal to or greater than the statutory requirements of the
states in which the System facilities are located and employers’ liability
insurance with policy limits equal to or greater than $10,000,000 for each
accident, $10,000,000 for each employee and $10,000,000 as to each
disease. In the event either Party leases employees, then lessee
Party shall cause lessor Party to carry workers’ compensation and/or employer’s
liability insurance at the levels set forth above.
16.2
General Liability
Insurance
. At all times during the term of this Agreement,
each Party shall carry and maintain in force, comprehensive general liability
insurance, with a minimum $10,000,000 combined single limit. The
Owner’s commercial general liability insurance shall include coverage for
Product Loss of Product in the care, custody and control of Owner and shall
cover “sudden and accidental pollution” events.
16.3
Automobile and Truck
Insurance
. At all times during the term of this agreement,
Owner shall carry and maintain in force, commercial automobile liability
insurance with a minimum $10,000,000 combined single limit per occurrence for
owned, hired and non-owned automotive equipment. If work is to be
performed by Owner involving hauling Product subject to section 29 and 30 of the
Motor Carrier Act of 1980, then coverage shall include broadened pollution
coverage using ISO endorsement CA-99-48 Broadened Pollution Coverage –
Truckers, or an endorsement that offers similar or greater
coverage.
16.4
Customer’s Property
Insurance on Own Property
. Property insurance on Customer’s
Product, if any, that may be desired by Customer, shall be carried by Customer
at Customer’s expense.
16.5
Miscellaneous Insurance
Provisions
.
(a)
The above
stipulated levels of insurance coverage may be satisfied through primary
insurance or a combination of primary and excess or umbrella liability
insurance.
(b)
Either
Party may elect to self-insure for or elect deductibles to the coverages
required by this
Section 16
;
provided
,
however
, that except
as provided in this
Section 16.5(b)
, a
Party must seek the consent of the other Party for any self-insurance or
deductible in excess of $250,000, which consent shall not be unreasonably
withheld, conditioned or delayed;
provided
,
further
, that each
Party may elect to self-insure for or elect deductibles up to and including
$1,000,000 without the consent of the other Party for any coverage relating to
“sudden and accidental pollution” events.
(c)
All
deductibles and self-insured amounts shall be the sole responsibility of the
Party making such election.
(d)
The mere
purchase and existence of insurance coverage shall not reduce or release either
Party from any liabilities incurred or assumed under this
Agreement.
(e)
Each
Party will deliver a certificate of insurance to the other party reflecting that
the policies described in this
Section 16
are in
full force and effect. Each Party will provide the other Party with
prompt notification of any cancellation or modification of limits affecting the
policies described in this
Section
16
.
(f)
The
Parties shall use commercially reasonable efforts to ensure that each insurance
policy required under this
Section 16
, and each
applicable insurance policy which each Party elects to obtain in connection with
this Agreement or the operations and activities contemplated by this Agreement,
contains an endorsement waiving underwriters' rights of subrogation against the
other Party hereto.
(g)
All
insurance required hereunder shall be maintained with responsible, solvent and
reputable insurance companies with an A.M. Best rating of A-IX or better that
are qualified to do business in the State of Oklahoma.
Section
17.
Security
and Credit
.
If
Customer fails to pay the sums owed by it to Owner pursuant to this Agreement
when due, Owner shall provide Customer with notice of default as provided in
this Agreement and an opportunity to cure such default within a period of
fifteen (15) days from delivery of such notice;
provided
,
however
that Owner
may not deliver a notice of default with respect to any Disputed Items that
remain outstanding in accordance with
Section 2.5
of this
Agreement. If Customer has not cured such default within such fifteen
(15) day cure period, Owner may terminate this Agreement in accordance with
Section 15.2
and exercise any of the remedies under Applicable Law to recover its damages,
including, without limitation, all out-of-pocket costs, reasonable attorney
fees, and expenses incurred by Owner in the recovery of fees owed to Owner by
Customer.
Section
18.
Indemnity
.
18.1
Indemnity
. Subject
to
Section 7
, each
Party (the “
Indemnifying
Party
”) shall indemnify and hold the other Party, its Affiliates, and
their employees, directors, officers, representatives, agents and contractors
(collectively, the “
Indemnified
Party
”) harmless from and against any and all Liabilities arising from
the Indemnifying Party’s (i) breach of this Agreement, (ii) gross negligence or
willful misconduct of it, its Affiliates and their employees, directors,
officers, representatives, agents or contractors in connection with the
performance of such Party’s obligations under this Agreement, or (iii) failure
to comply with Applicable Law with respect to the sale, transportation, storage,
handling or disposal of the Product, except to such extent that such Liability
results from the Indemnified Party’s breach of this Agreement, gross negligence
or willful misconduct, or failure to comply with Applicable Law.
18.2
No Third Party
Rights
. The Parties’ obligations to defend, indemnify and hold
each other harmless under the terms of this Agreement shall not vest any rights
in or be enforceable by any Third Party, whether a Governmental Authority or
private entity, nor shall they be considered an admission of liability or
responsibility for any purposes other than those enumerated in this
Agreement. The terms of this Agreement are enforceable only by the
Parties and their permitted successors and assigns, and no Third Party,
including a member of Owner, shall have a separate right to enforce any
provision of this Agreement, or to compel any Party to comply with the terms of
this Agreement.
18.3
Notice
. The
Indemnified Party shall notify the Indemnifying Party as soon as practicable
after receiving notice of any claim or proceeding brought against it that might
give rise to an indemnity claim under this Agreement (a “
Third Party Claim
”) and shall
furnish to the Indemnifying Party the complete details within its
knowledge. Any delay or failure by the Indemnified Party to give
notice to the Indemnifying Party shall not relieve the Indemnifying Party of its
obligations except to the extent, if any, that the Indemnifying Party shall have
been materially prejudiced by reason of such delay or failure.
18.4
Claims
. The
Indemnifying Party shall have the right to assume the defense, at its own
expense and by its own counsel, of any Third Party Claim; provided, however,
that such counsel is reasonably acceptable to the Indemnified
Party. Notwithstanding the Indemnifying Party’s appointment of
counsel to represent an Indemnified Party, the Indemnified Party shall have the
right to employ separate counsel reasonably acceptable to the Indemnifying
Party, and the Indemnifying Party shall bear the reasonable fees, costs and
expenses of such separate counsel if in the Indemnified Party’s reasonable
judgment (i) the use of counsel chosen by the Indemnifying Party to represent
the Indemnified Party would present such counsel with a conflict of interest or
defenses that are available to the Indemnified Party that are not available to
the Indemnifying Party or (ii) the Indemnifying Party shall not have employed
counsel to represent the Indemnified Party within a reasonable time after notice
of the institution of such Third Party Claim. If requested by the
Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with
the Indemnifying Party and its counsel in contesting any claim or proceeding
that the Indemnifying Party defends, including, if appropriate, making any
counterclaim or cross-complaint. All reasonably incurred costs and
expenses incurred in connection with the Indemnified Party’s cooperation shall
be borne by the Indemnifying Party.
18.5
Settlement
. No
Third Party Claim may be settled or compromised by (i) the Indemnified Party
without the written consent of the Indemnifying Party or (ii) by the
Indemnifying Party without the written consent of the Indemnified
Party.
Section
19.
Miscellaneous
.
19.1
Headings
. The
headings of the sections and subsections of this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement.
19.2
Amendment or
Waiver
. This Agreement may not be amended, modified or waived
except by written instrument executed by officers or duly authorized
representatives of the respective Parties. The Parties hereby
acknowledge and agree that a material amendment to this Agreement requires the
approval of the Bankruptcy Court prior to the effective date of the plan of
reorganization in the Bankruptcy Cases. No waiver or failure of
enforcement by any Party of any default by any other Party in the performance of
any provision, condition or requirement herein shall be deemed to be a waiver
of, or in any manner a release of the defaulting Party from, performance of any
other provision, condition or requirement herein, nor deemed to be a waiver of,
or in any manner a release of the defaulting Party from, future performance of
the same provision, condition or requirement; nor shall any delay or omission of
any non-defaulting Party to exercise any right hereunder in any manner impair
the exercise of any such right or any like right accruing to it
thereafter.
19.3
Severability
. Any
provision of this Agreement that is prohibited or not enforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective only to the extent
of the prohibition or lack of enforceability without invalidating the remaining
provisions of this Agreement, or affect the validity or enforceability of those
provisions in another jurisdiction or the validity or enforceability of this
Agreement as a whole.
19.4
Entire Agreement and
Conflict with Attachments
. This Agreement (including
Attachments) contains the entire and exclusive agreement between the Parties
with respect to the subject matter hereof, and there are no other promises,
representations, or warranties affecting it. The terms of this
Agreement may not be contradicted, explained or supplanted by any usage of
trade, course of dealing or course of performance and any other representation,
promise, statement, covenant or warranty made by either Party or their agents
that differs in any way from the terms contained herein will be given no force
or effect. In the case of any conflict between the body of this
Agreement and any of its Attachments, the terms contained in the Attachments
will govern.
19.5
Governing
Law
. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE
GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH, THE
APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE AND THE INTERNAL LAWS OF THE STATE
OF OKLAHOMA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE
THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).
19.6
Jurisdiction
.
(a)
Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected hereby, and (ii) any and all actions related to the
foregoing shall be filed and maintained only in the Bankruptcy Court, and the
Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 13
;
provided
,
however
, that if a
plan of reorganization in the Bankruptcy Cases has been approved, the Parties
agree to unconditionally and irrevocably submit to the exclusive jurisdiction of
the federal or state courts of the State of Oklahoma and any appellate court
from any thereof, for the resolution of any such claim or dispute.
(b)
The
Parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by Applicable Law, any objection which they may now or hereafter have
to the laying of venue or any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby brought in any court
specified in paragraph (a) above, or any defense of inconvenient forum of the
maintenance of such dispute. Each of the Parties hereto agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(c)
Each of
the Parties hereto consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section
13(i)
.
19.7
Counterparts
. This
Agreement may be executed in any number of counterparts each of which, when so
executed and delivered (including by facsimile or electronic mail transmission),
will be deemed original but all of which together will constitute one and the
same instrument.
19.8
Further
Assurances
. Subject to the terms and conditions of this
Agreement, each of the Parties hereto will use commercially reasonable efforts
to take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary under applicable laws and regulations to consummate the
transactions contemplated by this Agreement.
19.9
No Strict
Construction
. The Parties to this Agreement have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises with respect to this
Agreement, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or
disfavoring a Party by virtue of the authorship of any of the provisions of this
Agreement.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
This
Agreement has been executed by the authorized representatives of each Party as
indicated below as of the date hereof to be effective as of the Effective
Date.
SemCrude,
L.P.
By
SemOperating G.P., L.L.C.,
Its
General Partner
By:
/s/ Terrence
Ronan
Name: Terrence Ronan
Title: President &
CEO
SemGroup
Energy Partners, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex G.
Stallings
Title: Chief
Financial Officer and Secretary
ATTACHMENT
“A”
1.
|
Customer
Notice and Billing Address
|
SemCrude,
L.P.
Two
Warren Place
6120
South Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136-4216
Email:
With a
copy to:
Weil,
Gotshal & Manges, LLP
Attn: Michael
A. Saslaw, Esq.
200
Crescent Court, Suite 300
Dallas,
TX 75201-6950
SemGroup
Energy Partners, L.L.C.
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136-4216
Email:
With a
copy to:
Baker
Botts L.L.P.
Attn: Doug
Rayburn
2001 Ross
Avenue, Suite 600
Dallas,
Texas 75201
3.
|
Fees
for Gathering, Transportation, Delivery, Terminal and Storage Services on
System
|
(a)
|
Gathering and
Transportation:
|
·
|
Barrels
gathered via gathering lines will be charged a gathering rate of $0.75 per
Barrel.
|
·
|
Barrels
transported to mainline will be
charged:
|
Within
Oklahoma, $1.00 per Barrel.
On the
Masterson Mainline, $0.55 per Barrel.
·
|
Pursuant
to the Mileage Chart attached hereto as
Attachment
“C”
.
|
With
respect to the fees charged for transportation of Product by truck, Owner may
add a reasonable surcharge to reflect increased fuel costs. The fuel
surcharge will be calculated on a monthly basis, using as the base index price,
the April 1, 2009 Weekly Retail On-Highway Diesel Prices-Averages All Types for
Midwest as set out in the Energy Information Administration – DOE public
website, as follows:
the
surcharge will be equal to (x) 0.75% of the base per Barrel charge for each
trucking service set forth above multiplied by (y) the number of full $0.05
increases of the applicable Weekly Retail On-Highway Diesel Prices-Averages All
Types for Midwest as set out in the Energy Information Administration – DOE
public website for the Month of deliver over the April 1, 2009 Weekly Retail
On-Highway Diesel Prices-Averages All Types for Midwest as set out in the Energy
Information Administration – DOE public website.
(c)
|
Terminal and Storage
Services:
|
·
|
A
storage charge of $0.50 per Barrel per Month for Product located in
storage tanks located in Cushing and a storage charge of $0.44 per Barrel
per Month for Product not located in dedicated Cushing storage
tanks.
|
·
|
A
delivery charge of $0.08 per Barrel will be charged for deliveries out of
the Cushing Interchange Terminal.
|
The
Parties may mutually agree to modify charges under this Agreement from time to
time during the Term to reflect current market rates.
24 Hours
per day, 7 days per week.
System
means and includes all the operating facilities and assets of Owner used to
provide services to Customer pursuant to this Agreement, including all of
Owner’s trucks, gathering and transportation pipelines, storage tanks and
Terminals in Oklahoma, Kansas, Texas and other states where Owner provides
services to Customer which operating facilities and assets are owned or leased
by the Owner as of the Effective Date or will be acquired or constructed by the
Owner to replace such existing operating facilities and assets.
Terminal
means Owner’s or Customer’s storage facilities, including, in particular, the
Cushing Interchange Terminal and the Longview Terminal, where Product is
transferred from a pipeline, truck or other transportation facility to a
terminal or tank or another pipeline, truck or transportation
facility.
ATTACHMENT
“B”
For
purposes of this Agreement, (i) any Product transferred by Owner on behalf of
Customer in Oklahoma must include crude oil and condensates, the composite of
which must represent a WTI Cushing quality and be Cushing deliverable, and (ii)
any other Product transferred by Owner on behalf of Customer may be any quality
of crude oil.
ATTACHMENT
“C”
SGLP
Truck Rates
|
Effective
03-01-09
|
|
|
|
|
|
|
|
|
|
|
|
Rate/Barrel
|
Miles
|
Oklahoma
|
Kansas
|
Dumas
|
West
Texas
|
Rocky
Mountain
|
0.0
|
-
|
10
|
1.25
|
1.30
|
1.52
|
1.28
|
1.89
|
10.1
|
-
|
15
|
1.33
|
1.38
|
1.61
|
1.34
|
1.97
|
15.1
|
-
|
20
|
1.41
|
1.47
|
1.70
|
1.46
|
2.04
|
20.1
|
-
|
25
|
1.49
|
1.56
|
1.80
|
1.58
|
2.12
|
25.1
|
-
|
30
|
1.57
|
1.65
|
1.91
|
1.70
|
2.20
|
30.1
|
-
|
35
|
1.65
|
1.74
|
2.02
|
1.82
|
2.29
|
35.1
|
-
|
40
|
1.73
|
1.83
|
2.13
|
1.94
|
2.38
|
40.1
|
-
|
45
|
1.81
|
1.92
|
2.24
|
2.06
|
2.47
|
45.1
|
-
|
50
|
1.90
|
2.01
|
2.35
|
2.18
|
2.57
|
50.1
|
-
|
55
|
1.99
|
2.10
|
2.41
|
2.30
|
2.63
|
55.1
|
-
|
60
|
2.08
|
2.19
|
2.47
|
2.42
|
2.69
|
60.1
|
-
|
65
|
2.17
|
2.28
|
2.53
|
2.54
|
2.77
|
65.1
|
-
|
70
|
2.26
|
2.37
|
2.59
|
2.66
|
2.84
|
70.1
|
-
|
75
|
2.35
|
2.46
|
2.65
|
2.78
|
2.93
|
75.1
|
-
|
80
|
2.44
|
2.55
|
2.71
|
2.90
|
3.02
|
80.1
|
-
|
85
|
2.53
|
2.64
|
2.77
|
3.02
|
3.11
|
85.1
|
-
|
90
|
2.62
|
2.73
|
2.83
|
3.14
|
3.20
|
90.1
|
-
|
95
|
2.71
|
2.82
|
2.89
|
3.26
|
3.30
|
95.1
|
-
|
100
|
2.80
|
2.92
|
2.95
|
3.38
|
3.39
|
100.1
|
-
|
110
|
3.00
|
3.12
|
3.17
|
3.62
|
3.58
|
110.1
|
-
|
120
|
3.20
|
3.32
|
3.29
|
3.86
|
3.79
|
120.1
|
-
|
130
|
3.41
|
3.54
|
3.49
|
4.10
|
4.01
|
130.1
|
-
|
140
|
3.63
|
3.77
|
3.64
|
4.34
|
4.22
|
140.1
|
-
|
150
|
3.85
|
4.01
|
3.88
|
4.58
|
4.43
|
150.1
|
-
|
160
|
4.09
|
4.28
|
4.11
|
4.82
|
4.64
|
160.1
|
-
|
170
|
4.38
|
4.52
|
4.34
|
5.06
|
4.85
|
170.1
|
-
|
180
|
4.58
|
4.76
|
4.57
|
5.30
|
5.06
|
180.1
|
-
|
190
|
4.84
|
5.00
|
4.81
|
5.54
|
5.27
|
190.1
|
-
|
200
|
5.10
|
5.24
|
5.12
|
5.78
|
5.48
|
200.1
|
-
|
210
|
5.36
|
5.48
|
5.35
|
6.02
|
5.69
|
210.1
|
-
|
220
|
5.60
|
5.72
|
5.58
|
6.26
|
5.90
|
220.1
|
-
|
230
|
5.86
|
5.96
|
5.81
|
6.50
|
6.11
|
230.1
|
-
|
240
|
6.12
|
6.20
|
6.04
|
6.74
|
6.34
|
240.1
|
-
|
250
|
6.38
|
6.44
|
6.27
|
6.98
|
6.59
|
EXHIBIT 10.7
TERMINALLING
AND STORAGE AGREEMENT
by
and between
SEMMATERIALS,
L.P.,
(“
Customer
”)
and
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
(“
Owner
”)
effective
as of
11:59
PM CDT March 31, 2009
Section
1.
|
Definitions
|
1
|
Section
2.
|
Services,
Statements, Invoices, Documents and Records
|
4
|
Section
3.
|
Fees,
Charges and Taxes
|
5
|
Section
4.
|
Operations,
Receipts and Deliveries
|
6
|
Section
5.
|
Product
Quality Standards and Requirements
|
8
|
Section
6.
|
Title
and Custody of Product
|
9
|
Section
7.
|
Limitation
of Liability and Damages
|
9
|
Section
8.
|
Product
Measurement
|
10
|
Section
9.
|
Product
Loss and Product Gain
|
10
|
Section
10.
|
Force
Majeure
|
11
|
Section
11.
|
Inspection
of and Access to the Storage Tanks
|
11
|
Section
12.
|
Assignment
|
12
|
Section
13.
|
Notice
|
12
|
Section
14.
|
Compliance
with Law and Safety
|
12
|
Section
15.
|
Term
and Termination
|
12
|
Section
16.
|
Insurance
|
13
|
Section
17.
|
[Reserved]
|
14
|
Section
18.
|
Indemnity
|
14
|
Section
19.
|
Miscellaneous
|
15
|
ATTACHMENT
A
ATTACHMENT
B
ATTACHMENT
C
TERMINALLING AND STORAGE
AGREEMENT
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
”).
R
E C I T A L S
WHEREAS,
Owner owns and operates certain asphalt cement and residual fuel storage
terminals; and
WHEREAS,
Owner desires to provide terminalling and storage services to Customer for
Customer’s asphalt cement and residual fuel inventory and Customer desires to
receive said services at such storage terminals on the terms and conditions set
forth herein.
NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement,
the Parties agree to the following terms and conditions.
Section
1.
Definitions.
In this
Agreement, unless the context requires otherwise, the terms defined in the
preamble have the meanings indicated and the following terms will have the
meanings indicated below:
“
Affiliate
”
means, in relation to a Party, any Person that (i) directly or indirectly
controls such Party, (ii) is directly or indirectly controlled by such Party or
(iii) is directly or indirectly controlled by a Person that directly or
indirectly controls such Party. For this purpose, “control” of any
entity or Person means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of any Person,
whether through the ownership of a majority of equity interests or voting power
or control in fact of the entity or Person or otherwise. For purposes
of this Agreement, Owner and its affiliates shall not be deemed to be Affiliates
of Customer and its affiliates.
“
Applicable
Law
” means (i) any law, statute, regulation, code, ordinance, license,
decision, order, writ, injunction, decision, directive, judgment, policy, or
decree of any Governmental Authority and any judicial or administrative
interpretations thereof, (ii) any agreement, concession or arrangement with any
Governmental Authority and (iii) any license, permit or compliance requirement
by any Governmental Authority, in each case applicable to either Party and as
amended or modified from time to time.
“
Bankruptcy
Cases
” means the chapter 11 cases commenced by SemGroup, L.P. and certain
of its direct and indirect subsidiaries on July 22, 2008, jointly administered
under Case No. 08-11525 (BLS).
“
Bankruptcy
Court
” means the United States Bankruptcy Court for the District of
Delaware or any other court having jurisdiction over the Bankruptcy Cases from
time to time.
“
Barrel
”
means forty-two (42) Gallons.
“
Business
Day
” means each calendar day, excluding Saturdays, Sundays, or other
holidays observed by Owner.
“
Code
”
means title 11 of the United States Code, as amended.
“
Existing Asphalt
Inventory
” means any of SemMaterials’ or its Affiliates’ asphalt cement,
residual fuel oil or other product or inventory that is owned on its own behalf
or held on behalf of third parties and that is stored in the Terminals or
Storage Tanks as of the Effective Date. For the purposes of clarity,
Existing Asphalt Inventory does not include any tank bottoms.
“
Force
Majeure
” means (i) strikes, lockouts or other industrial disputes or
disturbances, (ii) acts of the public enemy or of belligerents, hostilities or
other disorders, wars (declared or undeclared), blockades, thefts,
insurrections, riots, civil disturbances or sabotage, (iii) acts of nature,
landslides, severe lightning, earthquakes, fires, tornadoes, hurricanes, storms,
and warnings for any of the foregoing which may necessitate the precautionary
shut-down of pipelines, trucks, docks, loading and unloading facilities storage
tanks or other related facilities, floods, washouts, freezing of machinery,
equipment, or lines of pipe, inclement weather that necessitates extraordinary
measures and expense to construct facilities or maintain operations, tidal
waves, perils of the sea and other adverse weather conditions or unusual or
abnormal conditions of the sea or other water, (iv) arrests and restraints of,
or other interference or restrictions imposed by, governments (either federal,
state, civil or military and whether legal or de facto or purporting to act
under some constitutions, decree, law or otherwise), necessity for compliance
with any court order, or any law, statute, ordinance, regulation, or order
promulgated by a Governmental Authority having or asserting jurisdiction,
embargoes or export or import restrictions, expropriation, requisition,
confiscation or nationalization or (v) epidemics or quarantine, explosions,
breakage or accidents to equipment, machinery, plants, facilities or lines of
pipe, electric power shortages, breakdown or injury of trucks or vessels or any
other causes, whether of the kind enumerated above or otherwise, which were not
reasonably foreseeable, and which are not within the control of the Party
claiming suspension of its obligations under this Agreement pursuant to
Section 10
and
which by the exercise of reasonable due diligence such Party is unable to
prevent or overcome. Such term will likewise include, in those
instances where either Party is required to obtain servitudes, rights-of-way,
grants, permits, or licenses to enable such Party to fulfill its obligations
under this Agreement, the inability of such Party to acquire, or delays on the
part of such Party in acquiring, at reasonable cost and after the exercise of
reasonable diligence, such servitudes, rights-of-way grants, permits or
licenses, and in those instances where either Party is required to furnish
materials and supplies for the purpose of constructing or maintaining facilities
to enable such Party to fulfill its obligations under this Agreement, the
inability of such Party to acquire, or delays on the part of such Party in
acquiring, at reasonable cost and after the exercise of reasonable diligence,
such materials and supplies. If Owner is claiming a suspension of its
obligations under this Agreement pursuant to
Section 10
, any
of the above listed events or circumstances will constitute a Force Majeure upon
the first occurrence of the event or circumstance. If Customer is
claiming a suspension of its obligations under this Agreement, an event or
circumstance will not constitute a Force Majeure unless and until it has
occurred and continues for thirty (30) consecutive days.
“
Gallon
”
means a U.S. gallon of 231 cubic inches corrected to 60 degrees
Fahrenheit.
“
Governmental
Authority
” means any foreign or U.S. federal, state, regional, local or
municipal governmental body, agency, instrumentality, board, bureau, commission,
department, authority or entity established or controlled by a government or
subdivision thereof, including any legislative, administrative or judicial body,
or any person purporting to act therefor.
“
Indemnified
Party
” has the meaning assigned to such term in
Section 18.1
.
“
Indemnifying
Party
” has the meaning assigned to such term in
Section 18.1
.
“
Independent
Inspector
” means a licensed Person who performs sampling, quality
analysis and quantity determination of the Product received or
delivered.
“
Interest
Rate
” means the one-month London Interbank Offered Rate.
“
Inventory
Schedule
” has the meaning assigned to such term in Section
2.6.
“
Liability
”
means any obligation, liability, charge, deficiency, assessment, interest,
penalty, judgment, award, cost or expense of any kind (including reasonable
attorneys’ fees, other fees, court costs and other
disbursements). The term also includes any liability that directly or
indirectly arises out of or is related to any claim, proceeding, judgment,
settlement or judicial or administrative order made or commenced by any third
party or Governmental Authority.
“
Month
”
means a calendar month.
“
Product
”
means each of the products described in
Attachment “C”
which are owned by or for the account of the Customer.
“
Product
Loss
” means any loss of Product occurring as a result of any
contamination, adulteration, mislabeling, misidentification or other loss of or
damage to Product caused by the failure of the Owner to use reasonable industry
procedures in the handling, testing or storage of Product, provided Product Loss
shall not include the result of loss of or damage to Product (i) associated with
circumstances involving Force Majeure, (ii) caused by the act or omission of
Customer, (iii) due to normal Product evaporation, shrinkage, clingage, (iv)
Product measurement inaccuracies within tolerance acceptable under current
industry practices or (v) any other loss for any reason whatsoever, provided
such loss does not exceed one-half of one percent (0.5%) of Customer’s Product
then in the custody of Owner.
“
Storage
Tanks
” those asphalt cement and residual fuel storage tanks located at
the Terminals and used to provide the terminalling and storage services to
Customer pursuant to this Agreement.
“
Tank Bottom
Schedule
” has the meaning indicated in
Section
2.7
.
“
Temporary
Event
” has the meaning assigned to such term in Section 4.1.
“
Term
” has
the meaning indicated in
Section
15.1
.
“
Terminals
”
has the meaning indicated in
Attachment “A”
and
Attachment “B”
.
“
Third
Party
” means any entity other than Owner, Customer or their
Affiliates.
“
Third Party
Claim
” has the meaning assigned to such term in
Section 18.3
.
“
Ton
” means
a U.S. short ton of 2,000 pounds.
“
Week
”
means a calendar week.
Section
2.
Services, Statements,
Invoices, Documents and Records.
2.1
Owner
will provide to or for Customer the following storage and terminalling services
related to the receipt of Product at the Terminals and to the storage,
terminalling and delivery of Product into and out of the Storage Tanks
(collectively, the “
Services
”):
(a)
Receive
and unload all Product delivered by Customer to the Terminals from time to time
during the term of this Agreement;
(b)
Move the
off-loaded Product described in
Section 2.1(a)
and load such Product into the Storage Tanks;
(c)
Store and
terminal the off-loaded Product;
(d)
Move
Product among Storage Tanks at a particular location as reasonably requested by
Customer;
(e)
Provide
all pumping and heating necessary for proper performance of each of the
foregoing services, including heating facilities adequate to maintain the
temperature of Product as requested by Customer;
(f)
Take
samples of Product from various delivering vessels before unloading,
representing a composition of quality for the lot delivered, as reasonably
requested by Customer;
(g)
Prepare
all tank or vessel gauging reports, bills of lading and other receiving papers
and deliver copies thereof to Customer at such times and places as it may
reasonably request;
(h)
Keep
records and accounts and make reports relating to Product received in storage
and withdrawn from storage; and
(i)
Present
all required terminal documents and invoices to Customer which are suitably
detailed for payment.
2.2
The
Services will be performed in a manner consistent with the prior operating
practices of the Terminals and Storage Tanks and in compliance with Applicable
Law. Owner may adapt its performance of the Services in order to be
consistent with industry practices, in order to meet the requirements of health
and safety laws, rules and regulations and in order to achieve the efficient
utilization of the Terminals and Storage Tanks.
2.3
Within
twenty-five (25) days following the end of each Month during the Term of this
Agreement, Owner will submit to Customer statements recording the volume of
Customer’s Product received into the Terminals and delivered from the Storage
Tanks during such previous Month calculated in accordance with the terms hereof
together with an invoice for amounts due under this Agreement for Services
provided during such Month.
2.4
Except as
provided below in this paragraph, each Party will maintain a true and correct
set of records pertaining to its performance of this Agreement and will retain
copies of all such records for a period of not less than two (2) years following
termination or cancellation of this Agreement. Upon reasonable prior
notice, a Party or its authorized representative may at its sole cost, during
the Term of this Agreement and thereafter during the aforesaid two year period,
inspect such records of the other Party during normal business hours at the
other Party’s place of business. Unless a Party has taken written
exception to a statement or invoice within six (6) Months following the end of
the year in which the statement or invoice is delivered, the statement or
invoice shall be conclusively presumed to be true and correct.
2.5
Owner
shall have no liability for not having available capacity in the Terminals for
Customer’s Product; provided, that Owner shall provide available capacity in any
Storage Tank containing Product.
2.6
On the
date hereof, Customer has provided to Owner a schedule (the “
Inventory
Schedule
”) listing (i) the Terminals or Storage Tanks containing Product
and (ii) a reasonable estimation of the date that all Product will be removed
from such Terminal or Storage Tank, as applicable. Customer shall
update the Inventory Schedule each Week during the Term.
2.7
On the
date hereof, Customer has provided to Owner a schedule listing the Terminals or
Storage Tanks containing tank bottoms (the “
Tank Bottom
Schedule
”) and such schedule shall indicate whether Customer intends to
retain or transfer such tank bottoms to Owner in accordance with
Section
4.5
. Customer shall update the Tank Bottom Schedule each week
during the Term to reflect (i) the date on which all Product was removed from
such Terminals or Storage Tanks, (ii) the amount of any tank bottoms remaining
in such Terminals or Storage Tanks and (iii) whether such Customer intends to
retain or transfer such tank bottoms to Owner in accordance with
Section
4.5
.
Section
3.
Fees, Charges, Taxes,
Disputed Amounts.
3.1
Customer
will pay Owner the fees, rates and charges set forth in
Attachment “A”
with respect to the Services. All such payments, as well as any taxes
and other amounts to which Owner is entitled under this Agreement, shall be paid
in accordance with the terms and conditions set forth in this
Agreement.
3.2
All fees
and charges reflected in Owner’s invoices are due and payable within fifteen
(15) Business Days of the receipt of Owner’s invoice. Payment must be
made by electronic wire transfer of same day available federal funds to Owner’s
account and bank, both as indicated on Owner’s invoice. Invoices may
be sent by electronic mail and telephone facsimile. If Customer
disputes any portion of an invoice, Customer must pay the undisputed portion of
the invoice. Overdue amounts or disputed amounts that are resolved in
favor of the Owner will accrue interest at the Interest Rate from the date that
payment is due until paid in full and Customer will pay all of Owner’s
reasonable, out-of-pocket costs (including reasonable attorney’s fees and court
costs) of collecting past due payments and late payment charges, whether or not
suit is brought,
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
3.4
. If overdue amounts or disputed amounts are resolved in
favor of the Customer, Owner will pay all of Customer’s reasonable,
out-of-pocket costs (including reasonable attorney’s fees and courts costs) of
defending itself,
provided
,
however
, that the
Parties will share the costs of a Referee in accordance with
Section
3.4
.
3.3
Customer
will pay any and all taxes, fees or other charges and assessments imposed on the
Services, including sales or other excise taxes on the storage and throughput
services. Customer will also pay any ad valorem or property ownership
taxes, if any, on Customer’s Product located at the Terminals or in the Storage
Tanks and Customer’s other property, if any. Owner shall be
responsible for and pay all other applicable taxes levied upon Owner, including
its own income and franchise taxes and any property and ad valorem taxes levied
on the Terminals and Storage Tanks and Asphalt Transferred Assets.
3.4
If
Customer disputes the amount reflected in any statement or invoice delivered
pursuant to
Section
2.3
or this
Section 3
of this
Agreement, then Customer may, within thirty (30) days after receipt of such
statement or invoice, deliver a written notice to Owner (the “
Dispute
Notice
”) setting forth the items in dispute in reasonable detail (the
“
Disputed
Items
”). During the thirty (30) day period following delivery
of the Dispute Notice (the “
Resolution
Period
”), the Parties will use their commercially reasonable efforts to
reach agreement on the Disputed Items set forth in the Dispute
Notice. If the Parties are unable to reach an agreement during the
Resolution Period, then they will appoint a mutually acceptable independent
party to review the Dispute Notice and determine the final amount of the
Disputed Items. If the Parties are unable to agree on a single
independent party within fifteen (15) days after the end of the Resolution
Period, then the Parties will each appoint one (1) independent party, who will
jointly select a third independent party (singly or collectively, the “
Referee
”),
within thirty (30) days after the end of the Resolution Period. The
Referee shall deliver its determination to the Parties within thirty (30) days
from the date of its engagement. The Referee’s report shall be final
and binding upon the Parties. The cost of the Referee’s engagement
and report shall be shared fifty percent (50%) by Owner and fifty percent (50%)
by Customer.
Section
4.
Operations, Receipts and
Deliveries.
4.1
Receipts
and deliveries of Product will be handled within the normal business hours of
the Terminals. Owner may, without Customer’s approval, make temporary
changes in business hours or temporarily close any Terminal or Storage Tank
because of an extraordinary event which does not last longer than five (5) days
(a “
Temporary
Event
”). Owner will notify Customer of such Temporary Event in
advance, or as soon after implementation as is practicable but in no event later
than twenty-four (24) hours after the commencement of a Temporary
Event. Except as required pursuant to
Section 15
or
18
of this Agreement,
Owner will not be responsible for the payment of any costs incurred by Customer
or its transportation carrier for any delay in receiving or delivering Product
or any other costs or fees.
4.2
Customer
must arrange for and pay all Third Party costs related to the delivery of
Customer’s Product to the Terminals and from the Storage Tanks. Owner
is not responsible for such Third Party costs. Unless otherwise
provided by Owner in writing, Customer must provide notice reasonably acceptable
to Owner containing all necessary instructions, including without limitation,
the identity and quantity and any other specifications of the Product and the
tentative date of delivery to the Terminals (the “
Scheduling
Notice
”). Each Scheduling Notice delivered hereunder by
Customer for deliveries of Product to a Terminal shall be sent to those
individuals that Owner has specified to Owner to receive such Scheduling Notice
for the applicable Terminal with respect to such Product delivery.
4.3
Owner
will deliver to Customer, or to such Third Parties as Customer may direct, the
Product held by Owner in the Storage Tanks for the account of
Customer. Customer is responsible for providing to Owner
documentation required to authorize deliveries for or on its behalf from the
Storage Tanks.
4.4
Owner
will provide the Services to Customer only with respect to
Product. Customer will have access to the Terminals and Storage Tanks
for other products only with prior written notice to and consent by
Owner. Any other product approved by Owner will then become part of
“Product” as defined in this Agreement. If a special method of
providing the Services is required for Product, then Customer must notify Owner
in sufficient time to enable Owner to consider whether, in Owner’s sole
discretion, it will accept the proposed changes in the method of delivering the
Services and to take the necessary preparatory measures if it agrees with such
changes. Absent such notice and absent Owner’s written approval with
respect to changes in the Product or the method of delivering the Services,
Owner will not be liable for losses or damage incurred during the terminalling
and storage of Product (except for losses and damages resulting from Product
Loss), nor will Owner be obligated to provide such special
Service. It is understood that the cost of any additional or special
equipment required by Customer or of alterations made necessary by the nature of
Product will be for the account of Customer, and Customer will be responsible
for the expense of any necessary cleaning and restoration to their previous
condition of the Terminals and Storage Tanks, including, without limitation,
pumps, and loading facilities, unless otherwise explicitly stated in this
Agreement. All fixtures, equipment and appurtenances attached to the
Storage Tanks will be installed by the Owner and will remain the property of
Owner.
4.5
Upon a
change in the Product to be terminalled and stored during the Term of this
Agreement, or upon termination of this Agreement, or upon the election by
Customer to remove all Product from a Terminal or Storage Tank, Customer shall
remove all Product from the Terminals and Storage Tanks. Customer
shall have a reasonable amount of time to remove all Product from the Terminals
and Storage Tanks. All fees, rates and charges under this Agreement
shall continue to apply to any such Terminal or Storage Tank until all Product
is removed from the applicable Terminal or Storage Tank. Customer
agrees to (i) reimburse Owner for the actual costs of such removal, which shall
include the expense of any necessary cleaning and restoration to their previous
condition of the Terminals and Storage Tanks, plus a ten percent (10%)
administrative fee, (ii) pay for (A) the cost of such removal and (B) upon
removal, the expense of any necessary cleaning and restoration to their previous
condition of the Terminals and Storage Tanks at its sole cost and expense, or
(iii) transfer any and all tank bottoms owned by Customer at any such Terminal
or Storage Tank to Owner and Customer will no longer be liable for any such
removal.
4.6
If any
Governmental Authority requires installation of any improvement, alteration or
addition to any Terminal or Storage Tank for purposes of compliance with
Applicable Law. Owner will not be required to make any improvements,
alterations or additions to the Terminals or the Storage Tanks in such
circumstance. If Owner chooses not to pay for such improvement,
alteration or addition, Owner may direct the affected Product to a mutually
acceptable Storage Tank at the same Terminal, another Terminal or at other
facilities owned by Owner or its Affiliates. If Owner does not direct
the Product to mutually acceptable alternate facilities, either Party may
terminate this Agreement as to the Services provided at the affected Terminals
and/or Storage Tanks from this Agreement, by giving the other Party notice of
its intention no later than thirty (30) days after Owner’s election not to make
such improvement.
4.7
Owner
will keep Customer’s Product separate from the product of other customers
(“
Segregated
Service
”). Customer will be responsible for providing all tank
bottoms. Customer will retain ownership of all of the tank bottoms it
provides, except as provided in
Section
4.5
.
Section
5.
Product Quality Standards
and Requirements.
5.1
Customer
warrants to Owner that all Product tendered by or for the account of Customer
for receipt into the Terminals and Storage Tanks will conform to the
specifications for such Product set forth in
Attachment “C”
,
attached to this Agreement and included in it for all purposes by this
reference, and will comply with industry standards and all Applicable
Law. Owner may rely upon the specifications and representations of
Customer, if any, set forth in the Scheduling Notice described in
Section 4.2
as
to Product quality. Owner will not be obligated to receive Product
into the Terminals and Storage Tanks that is contaminated or that otherwise
fails to meet the specifications set forth on
Attachment “C”
,
nor will Owner be obligated to accept Product that fails to meet Product grade,
if any, set forth in the Scheduling Notice. Should Owner remove or
dispose of or otherwise treat the Product for any water or other material or
contaminants in or associated with the Product at any time, Customer shall pay
or reimburse all costs and expense associated with such removal, disposal or
treatment.
5.2
The
quality of Product tendered into the Terminals and Storage Tanks for Customer’s
account may be verified either by Customer’s laboratory analysis, or by an
Independent Inspector’s analysis indicating that the Product so tendered meets
minimum Product specifications, if any, set forth in the Scheduling
Notice. Such analysis may be conducted on a periodic basis in
accordance with a quality compliance program implemented by Customer, which
program shall be subject to the approval of Owner, which approval shall not be
unreasonably withheld. All costs associated with such compliance
program shall be borne by Customer. Upon reasonable notice to
Customer, Owner, at its expense, may sample any Product tendered to Owner for
Customer’s account for the purpose of confirming the accuracy of the
analysis.
5.3
Customer
may at all reasonable times and without unreasonable disruption to
Owner’s operations conduct appropriate tests to determine whether Product meets
the applicable specifications set forth in the Scheduling
Notice. Owner will be liable to Customer by reason of contamination
of Product occurring at the Terminals or in the Storage Tanks that causes the
Product to fail to meet specifications, but only to the extent such
contamination involves a Product Loss. In all other cases, Customer
shall indemnify Owner for any Liability incurred by Owner to parties who
purchase Product from Customer.
Section
6.
Title and Custody of
Product.
6.1
Title to
the Product will remain with Customer at all times subject to any lien in favor
of Owner created under Applicable Law. Owner will assume custody of
the Product beginning when such Product passes the flange connection between the
rail car, barge, ship, or vehicle and Owner’s receiving hose at the Terminals
and custody will pass back to Customer at the time such Product passes the
outlet flange of each Storage Tank.
6.2
Owner
shall indemnify Customer for damages, losses, or injury caused by Owner’s gross
negligence or intentional misconduct. Owner shall otherwise have no
responsibility for any loss, damage or injury to persons or property (including
the Product) arising out of possession or use of the Product, except to the
extent that such loss, damage or injury involves a Product
Loss. Customer shall indemnify Owner for any Liability incurred by
Owner to Third Parties arising out of Owner’s possession or use of the Product
for which Owner is not liable under this paragraph and for any Liability to
Third Parties arising out of or pertaining to the Product before its delivery by
Customer to the Terminals and after its receipt by Customer from the Storage
Tanks.
Section
7.
Limitation of Liability and
Damages.
7.1
The
maximum Liability of Owner for Product Loss will not exceed, and is strictly
limited to, the market value of the Product at the time of the Product Loss,
plus the costs and expenses actually, reasonably and necessarily incurred by
Customer or Customer’s immediate purchaser in damage to equipment into which
such Product was delivered from the Storage Tanks, plus any fines and penalties
actually levied or imposed by anyone including federal, state or local
governments against Customer or Customer’s immediate purchaser by reason of such
fault on Owner’s part. Owner may, in lieu of payment for Product,
replace such Product with Product of like grade and quality.
7.2
EXCEPT
FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD
PARTIES, THE PARTIES’ LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT,
ACTUAL DAMAGES ONLY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIFIC
PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT,
CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES ITS DUTY TO
MITIGATE DAMAGES HEREUNDER.
Section
8.
Product
Measurement.
8.1
Quantities
of Product delivered to the Terminals and redelivered from the Storage Tanks
shall be determined for deliveries and receipts by truck, rail, ship and barge
volumes and shall be measured by one of the following methods: meter,
scale weights, bills of lading, barge and ship gauges or terminal tank
gauges. Absent fraud or manifest error, the quantities of Product in
the Storage Tanks at any time will be determined from inventory records of
receipts and deliveries. Unless indicated otherwise, quantity
determinations will be based on a Barrel or Ton of Product and shall be
determined in accordance with the latest established API/ASTM standards for the
method of delivery. Gauging of Product received, delivered and in
storage will be taken jointly by representatives of the Parties; provided, that,
after reasonable advance notice, if Customer does not have representatives
present for gauging, Owner’s gauging will be conclusive, absent fraud or
manifest error. Customer may use an Independent Inspector at its own
expense.
8.2
Storage
Tank meters and gauges will be calibrated periodically and after each completion
of a repair or replacement of a meter. Such repairs and replacements
shall be at Owner’s expense. Such calibration shall be in accordance
with the latest applicable API/ASTM standards. If a meter or gauge is
determined by either Party to be defective or inoperative, such Party shall
immediately notify the other Party, and it will be the responsibility of the
Owner to promptly make repairs or replacements. In the event that
Product was received into Storage Tanks having a faulty meter or gauge, the
Parties will determine the correct volume of Product received. If the
Parties are unable to determine and agree on the correct volume of Product
received, they will appoint a mutually acceptable Independent Inspector to
determine the correct quantity, and the findings of the Independent Inspector
shall be final and binding on the Parties except for fraud or manifest
error. The Parties shall share equally the cost of the Independent
Inspector under this
Section 8.2
.
Section
9.
Product Loss and Product
Gain.
9.1
During
such time as Owner has custody of the Product pursuant to
Section 6
, Owner
will indemnify Customer against, and is responsible for, any Product Loss that
occurs while the Product is located at the Terminals or remains in the Storage
Tanks. In the event of the foregoing Product Losses, the total
Barrels of net Product Loss each Month will be determined and will be replaced
by Owner with Product of like grade and quality as that tendered by Customer to
Owner or Owner will reimburse Customer the cost of such Product on the
determination date thereof.
9.2
Each
Month, Owner will use the measurement procedures set out in
Section 8
to
determine the net gain or loss of Product in the Storage Tanks, excluding any
loss resulting in Product Loss. Owner shall not be liable for any net
loss (other than Product Loss) and may retain any net gain during the Term of
this Agreement.
Section
10.
Force
Majeure.
10.1
If either
Party is unable to perform or is delayed in performing, wholly or in part, its
obligations under this Agreement, other than the obligation to pay funds when
due, as a result of an event of Force Majeure, that Party may be excused from
such performance by giving the other Party prompt written notice of any event
that is or could become an event of Force Majeure with reasonably full
particulars thereof. The obligations of the Party giving notice, so
far as such obligations are affected by the event of Force Majeure, will be
suspended during, but not longer than, the continuance of the event of Force
Majeure beginning with the time that the event first occurs. The
affected Party must act with commercially reasonable diligence to overcome or
remedy the event of Force Majeure and resume performance as quickly as
possible. Once the event of Force Majeure is remedied, the affected
Party shall notify the other Party that the event of Force Majeure no longer
affects such obligations. If Owner is excused from providing service
pursuant to this Agreement due to an event of Force Majeure, the fees hereunder,
not already due and payable, that are directly affected by such Force Majeure
event will be excused or proportionately reduced, on a daily basis, for so long
as the Owner’s performance is excused due to the event of Force
Majeure.
10.2
The
requirement that any Force Majeure event be remedied with all reasonable
diligence shall not require the settlement of strikes, lockouts, or other labor
difficulty by the Party claiming excuse due to an event of Force Majeure
contrary to its wishes.
10.3
If either
Party is rendered unable to perform by reason of an event of Force Majeure for a
period in excess of one (1) Month, then either Party may terminate this
Agreement with respect to the portion of the Terminals and the Storage Tanks
affected by such Force Majeure event upon written notice to the other
Party.
Section
11.
Inspection of and Access to
the Storage Tanks.
11.1
Customer
shall have the right during Owner’s normal business hours and after reasonable
notice to Owner so as not to disrupt the operations of the Terminals or the
Storage Tanks or Owner’s other operations (i) to make periodic operational
inspections of the Terminals and Storage Tanks, (ii) to conduct audits of any
pertinent books and records, including those related to receipts, deliveries and
inventories of Product, and (iii) to conduct physical verifications of the
amount of Product delivered to the Terminals and stored in the Storage
Tanks. Customer’s right and that of its authorized representatives to
inspect the Terminals and Storage Tanks will be exercised by Customer in a way
that will not interfere with or diminish Owner’s control over or its operation
of the Terminals or Storage Tanks and will be subject to reasonable rules and
regulations promulgated by Owner.
11.2
Customer
acknowledges that any grant of the right of access to the Terminals and Storage
Tanks under this Agreement or under any document related to this Agreement is a
grant of a license only and shall convey no interest in or to the Terminals or
Storage Tanks or any part of it, and may be withdrawn by Owner at its discretion
at any time.
Section
12.
Assignment.
No Party
hereto may assign this Agreement, in whole or in part, except with the prior
written approval of each other Party, which approval shall not be unreasonably
withheld, delayed or conditioned;
provided
,
however
, that a Party
may assign, without the prior written consent of each other Party, this
Agreement or their respective rights and obligations hereunder, in whole or in
part, to an Affiliate or any purchaser of or successor to all or substantially
all of the asphalt assets or business of such Party;
provided
,
further
that Customer
has pledged, and may continue to pledge, its ownership interest in the Product
for the benefit of its creditors to the extent permitted by Applicable
Law. This Agreement shall inure to the benefit of, and shall be
binding upon, the Parties and their respective permitted successors and assigns,
including with respect to Customer, any reorganized debtor entity appointed
pursuant to the plan of reorganization of Customer.
Section
13.
Notice.
Any
notice required under this Agreement must be in writing and will be deemed
received when actually received and delivered by (i) United States mail,
certified or registered, return receipt requested, (ii) confirmed overnight
courier service, or (iii) confirmed facsimile transmission properly addressed or
transmitted to the address of the Party indicated in
Attachment “A”
or to such other address or facsimile number as one Party shall provide to the
other Party in accordance with this provision. Unless provided
otherwise herein, all statements, payments and other documents to be delivered
pursuant to this Agreement shall also be delivered to the address of the Party
indicated in
Attachment “A”
.
Section
14.
Compliance with Law and
Safety.
14.1
Customer
warrants that the Product tendered by it has been and will be produced,
transported and handled in full compliance with all Applicable
Law. Owner warrants that the services provided by it under this
Agreement are and will be in full compliance with all Applicable
Law. Each Party also warrants that it may lawfully receive and handle
the Product, and it will furnish to the other Party any evidence required to
provide compliance with Applicable Law and to file with applicable Governmental
Authorities reports evidencing such compliance with Applicable Law.
14.2
Customer
will furnish Owner with information (including material safety data sheets)
concerning the safety and health aspects of the Product terminalled or stored
under this Agreement. Owner will communicate such information to all
persons who may be exposed to or may handle such Product, including without
limitation, Owner’s agents and contractors.
Section
15.
Term and
Termination.
15.1
The term
of this Agreement (the “
Term
”)
begins on the Effective Date and ends October 31, 2009. At the end of
the Term, this Agreement may be extended for one (1) Month by mutual agreement
of the Parties.
15.2
A Party
may terminate this Agreement during the Term under the following
circumstances:
(a)
Either
Party fails to pay any sum owed by it to the other Party under this Agreement
within fifteen (15) Business Days of the Delivery to the defaulting Party of a
notice of default;
provided
,
however
that neither
Party shall have a right to terminate this Agreement under this
Section 15.2(a)
with
respect to any Disputed Items that remain outstanding in accordance with
Section 3.4
of this
Agreement.
(b)
The
Parties may terminate this Agreement by execution of a written agreement signed
by authorized representatives of both Parties, in which event the termination
shall be effective on the date specified in such agreement.
(c)
Either
Party may terminate this Agreement in the event of a material breach of this
Agreement (other than for failure of payment to which
Section 15.2(a)
shall
apply) by the other Party, its employees, agents or servants upon not less than
thirty (30) days prior written notice to such non-defaulting Party unless such
breach has been cured within fifteen (15) days from receipt by the defaulting
Party of such notice.
(d)
Either
Party may terminate this Agreement, in its entirety or with respect to a portion
of the Terminals or Storage Tanks only, in accordance with the provisions of
Sections 4.6
or
10.3
of this
Agreement.
15.3
Each
Party’s obligations to perform its obligations under this Agreement shall end as
of the effective date of its termination in accordance with this Agreement;
provided
,
however
, that each
Party shall remain liable to the other hereunder with respect to (a) any
obligations accruing under this Agreement prior to the effective date of such
termination, including any indemnification obligations provided hereunder or (b)
as otherwise provided in this Agreement. Notwithstanding anything in
this Agreement to the contrary,
Sections 6.2, 7, 15.3,
18
and
19
shall survive the
expiration or termination of this Agreement. If the Customer is not
then in default, Customer shall be entitled to remove its Existing Asphalt
Inventory from the Storage Tanks at any time. In the event that
Customer is unable to remove its Existing Asphalt Inventory in the ordinary
course of business, then Owner will replace the Existing Asphalt Inventory with
Product of like grade and quality as that originally tendered by Customer to
Owner that is immediately removable or Owner will reimburse Customer the cost of
such Existing Asphalt Inventory on the date of such attempted
removal.
Section
16.
Insurance.
16.1
Workers’ Compensation
Insurance
. At all times during the term of this Agreement,
each Party shall carry and maintain in force, workers’ compensation insurance,
with policy limits equal to or greater than the statutory requirements of the
states in which the Storage Tanks are located and employers’ liability insurance
with policy limits equal to or greater than $10,000,000 for each accident,
$10,000,000 for each employee and $10,000,000 as to each disease. In
the event either Party leases employees, then lessee Party shall cause lessor
Party to carry workers’ compensation and/or employer’s liability insurance at
the levels set forth above.
16.2
General Liability
Insurance
. At all times during the term of this Agreement,
each Party shall carry and maintain in force, comprehensive general liability
insurance, with a minimum $10,000,000 combined single limit. The
Owner’s commercial general liability insurance shall include coverage for
Product Loss for Product in the care, custody and control of Owner and shall
cover “sudden and accidental pollution” events.
16.3
Automobile and Truck
Insurance
. At all times during the term of this agreement,
each Party shall carry and maintain in force, commercial automobile liability
insurance with a minimum $10,000,000 combined single limit per occurrence for
owned, hired and non-owned automotive equipment. If work is to be
performed by either Party involving hauling Product subject to section 29 and 30
of the Motor Carrier Act of 1980, then coverage shall include broadened
pollution coverage using ISO endorsement CA-99-48 Broadened Pollution
Coverage – Truckers, or an endorsement that offers similar or greater
coverage.
16.4
Customer’s Product
Insurance
. Insurance on Customer’s Product, if any, that may
be desired by Customer, shall be carried by Customer at Customer’s
expense.
16.5
Miscellaneous Insurance
Provisions
.
(a)
The above
stipulated levels of insurance coverage may be satisfied through primary
insurance or a combination of primary and excess or umbrella liability
insurance.
(b)
Either
Party may elect to self-insure for or elect deductibles to the coverages
required by this
Section 16
;
provided
,
however
, that except
as provided in this
Section 16.5(b)
, a
Party must seek the consent of the other Party for any self-insurance or
deductible in excess of $250,000, which consent shall not be unreasonably
withheld, conditioned or delayed;
provided
,
further
, that each
Party may elect to self-insure for or elect deductibles up to and including
$1,000,000 without the consent of the other Party for any coverage relating to
“sudden and accidental pollution” events.
(c)
The mere
purchase and existence of insurance coverage shall not reduce or release either
Party from any liabilities incurred or assumed under this
Agreement.
(d)
All
insurance required hereunder shall be maintained with responsible, solvent and
reputable insurance companies with an A.M. Best rating of A-IX or better and
qualified to do business in the State of Oklahoma.
Section
17.
[Reserved].
Section
18.
Indemnity.
18.1
Indemnity
. Subject
to
Section 7
, each
Party (the “
Indemnifying
Party
”) shall indemnify and hold the other Party, its Affiliates, and
their employees, directors, officers, representatives, agents and contractors
(collectively, the “
Indemnified
Party
”) harmless from and against any and all Liabilities arising from
the Indemnifying Party’s (i) breach of this Agreement, (ii) gross negligence or
willful misconduct of it, its Affiliates and their employees, directors,
officers, representatives, agents or contractors in connection with the
performance of such Party’s obligations under this Agreement, or (iii) failure
to comply with Applicable Law with respect to the sale, transportation, storage,
handling or disposal of the Product, unless and to such extent that such
Liability results from the Indemnified Party’s breach of this Agreement, gross
negligence or willful misconduct, or failure to comply with Applicable
Law.
18.2
No Third Party
Rights
. The Parties’ obligations to defend, indemnify and hold
each other harmless under the terms of this Agreement shall not vest any rights
in or be enforceable by any Third Party, whether a Governmental Authority or
private entity, nor shall they be considered an admission of liability or
responsibility for any purposes other than those enumerated in this
Agreement. The terms of this Agreement are enforceable only by the
Parties and their permitted successors and assigns, and no Third Party,
including a member of Owner, shall have a separate right to enforce any
provision of this Agreement, or to compel any Party to comply with the terms of
this Agreement.
18.3
Notice
. The
Indemnified Party shall notify the Indemnifying Party as soon as practicable
after receiving notice of any claim or proceeding brought against it that might
give rise to an indemnity claim under this Agreement (a “
Third Party
Claim
”) and shall furnish to the Indemnifying Party the complete details
within its knowledge. Any delay or failure by the Indemnified Party
to give notice to the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations except to the extent, if any, that the Indemnifying
Party shall have been materially prejudiced by reason of such delay or
failure.
18.4
Claims
. The
Indemnifying Party shall have the right to assume the defense, at its own
expense and by its own counsel, of any Third Party Claim; provided, however,
that such counsel is reasonably acceptable to the Indemnified
Party. Notwithstanding the Indemnifying Party’s appointment of
counsel to represent an Indemnified Party, the Indemnified Party shall have the
right to employ separate counsel reasonably acceptable to the Indemnifying
Party, and the Indemnifying Party shall bear the reasonable fees, costs and
expenses of such separate counsel if in the Indemnified Party’s reasonable
judgment (i) the use of counsel chosen by the Indemnifying Party to represent
the Indemnified Party would present such counsel with a conflict of interest or
defenses that are available to the Indemnified Party that are not available to
the Indemnifying Party or (ii) the Indemnifying Party shall not have employed
counsel to represent the Indemnified Party within a reasonable time after notice
of the institution of such Third Party Claim. If requested by the
Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with
the Indemnifying Party and its counsel in contesting any claim or proceeding
that the Indemnifying Party defends, including, if appropriate, making any
counterclaim or cross-complaint. All reasonably incurred costs and
expenses incurred in connection with the Indemnified Party’s cooperation shall
be borne by the Indemnifying Party.
18.5
Settlement
. No
Third Party Claim may be settled or compromised by (i) the Indemnified Party
without the consent of the Indemnifying Party or (ii) by the Indemnifying Party
without the consent of the Indemnified Party.
Section
19.
Miscellaneous.
19.1
Headings
. The
headings of the sections and subsections of this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement.
19.2
Amendment or
Waiver
. This Agreement may not be amended, modified or waived
except by written instrument executed by officers or duly authorized
representatives of the respective Parties. The Parties hereby
acknowledge and agree that a material amendment to this Agreement requires the
approval of the Bankruptcy Court prior to the effective date of the plan of
reorganization in the Bankruptcy Cases. No waiver or failure of
enforcement by any Party of any default by any other Party in the performance of
any provision, condition or requirement herein shall be deemed to be a waiver
of, or in any manner a release of the defaulting Party from, performance of any
other provision, condition or requirement herein, nor deemed to be a waiver of,
or in any manner a release of the defaulting Party from, future performance of
the same provision, condition or requirement; nor shall any delay or omission of
any non-defaulting Party to exercise any right hereunder in any manner impair
the exercise of any such right or any like right accruing to it
thereafter.
19.3
Severability
. Any
provision of this Agreement that is prohibited or not enforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective only to the extent
of the prohibition or lack of enforceability without invalidating the remaining
provisions of this Agreement, or affect the validity or enforceability of those
provisions in another jurisdiction or the validity or enforceability of this
Agreement as a whole.
19.4
Entire Agreement and
Conflict with Attachments
. This Agreement (including
Attachments) contains the entire and exclusive agreement between the Parties
with respect to the subject matter hereof, and there are no other promises,
representations, or warranties affecting it. The terms of this
Agreement may not be contradicted, explained or supplanted by any usage of
trade, course of dealing or course of performance and any other representation,
promise, statement or warranty made by either Party or their agents that differs
in any way from the terms contained herein will be given no force or
effect. In the case of any conflict between the body of this
Agreement and any of its Attachments, the terms contained in the Attachments
will govern.
19.5
Governing
Law
. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE
GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH, THE
APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE AND THE INTERNAL LAWS OF THE STATE
OF OKLAHOMA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE
THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).
19.6
Jurisdiction
.
(a)
Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected hereby, and (ii) any and all Actions related to the
foregoing shall be filed and maintained only in the Bankruptcy Court, and the
Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 13
;
provided
,
however
, that if a
plan of reorganization has become effective in the Bankruptcy Cases, the Parties
agree to unconditionally and irrevocably submit to the exclusive jurisdiction of
the federal or state courts in Oklahoma City, Oklahoma for the resolution of any
such claim or dispute.
(b)
The
Parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by Applicable Law, any objection which they may now or hereafter have
to the laying of venue or any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby brought in any court
specified in paragraph (a) above, or any defense of inconvenient forum of the
maintenance of such dispute. Each of the Parties hereto agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(c)
Each of
the Parties hereto consents to process being served by any Party to this
Agreement in any suit, Action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section
13(i)
.
19.7
Counterparts
. This
Agreement may be executed in any number of counterparts each of which, when so
executed and delivered (including by facsimile or electronic mail transmission),
will be deemed original but all of which together will constitute one and the
same instrument.
19.8
Further
Assurances
. Subject to the terms and conditions of this
Agreement, each of the Parties hereto will use commercially reasonable efforts
to take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary under applicable laws and regulations to consummate the
transactions contemplated by this Agreement.
19.9
No Third-Party
Beneficiaries
. Except as provided in
Section 18
, nothing
contained in this Agreement, expressed or implied, is intended or shall be
construed to confer upon or give to any Person (including any limited partners
of SemGroup Energy Partners, L.P.) other than the Parties hereto and their
successors or permitted assigns, any rights or remedies under or by reason of
this Agreement.
19.10
No Strict
Construction
. The Parties to this Agreement have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises with respect to this
Agreement, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or
disfavoring a Party by virtue of the authorship of any of the provisions of this
Agreement.
This
Agreement has been executed by the authorized representatives of each Party as
indicated below as of the date hereof to be effective as of the Effective
Date.
SemMaterials,
L.P.
By: SemOperating
G.P., L.L.C.
Its: General
Partner
By:
/s/ Terrence
Ronan
Name: Terrence Ronan
Title: President
& CEO
SemMaterials
Energy Partners, L.L.C.
By:
/s/ Alex G.
Stallings
Name: Alex G.
Stallings
Title: Chief
Financial Officer and Secretary
ATTACHMENT
“A”
1.
|
Customer
Notice and Billing Address
|
SemMaterials,
L.P.
Two
Warren Place
6120
South Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
With a
copy to:
Weil,
Gotshal & Manges, LLP
Attn: Michael
A. Saslaw, Esq.
200
Crescent Court, Suite 300
Dallas,
TX 75201-6950
SemMaterials
Energy Partners L.P.
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136
With a
copy to:
Baker
Botts L.L.P.
Attn: Doug
Rayburn
2001 Ross
Avenue, Suite 600
Dallas,
Texas 75201
3.
|
Fees
for Storage and Terminalling Services; Reimbursement of Energy
Costs
|
(a)
|
Storage Service Fees:
Customer is required to pay for storage services equal to $0.565
per Barrel per Month multiplied by the total shell capacity in Barrels for
each Storage Tank where Customer and its Affiliates have Product; provided
that if Customer removes all Product from a Storage Tank prior to the end
of the Month, then the Storage Service Fees shall be pro-rated for such
Month based on the number of calendar days storage was actually
used. The Storage Service Fees will be payable as outlined in
Section 3
of this Agreement.
|
(b)
|
Terminalling
Fees:
“Throughput” means, for any period, the aggregate quantity of
Product moved through Owner’s Storage Tanks on behalf of Customer under
this Agreement and such quantity shall be calculated based upon the total
quantity of asphalt products shipped and/or sold by Customer from the
facilities where the Storage Tanks are located with such quantity of
asphalt products converted to base asphalt cement Tons based upon agreed
to formulas between Owner and Customer. Customer is required to
pay for throughput services at a charge of $9.25 per Ton; provided that no
fees will be payable for transfers of Product between Storage Tanks
located at the same or different Terminals. The Terminalling
Fees will be payable as outlined in
Section 3
of
this Agreement.
|
(c)
|
Reimbursement of
Energy Costs:
|
Customer
shall reimburse Owner for all direct energy costs (e.g., electricity, natural
gas, steam) attributable to the services provided hereunder. Direct
energy costs will be based upon usage as determined by metering equipment that
serves the facility where the Storage Tanks are located. Energy costs
will be invoiced monthly for the prior month’s energy usage and will be
pro-rated as described in paragraph (a) above.
Each
Terminal’s operating hours shall be its normal business hours in the ordinary
course of business and consistent with past practice.
Terminals
means (i) the asphalt cement and residual fuel storage Terminals of Owner as
listed in
Attachment B
attached hereto, and as may be amended from time to time, and (ii) any asphalt
cement or residual fuel storage terminals as are subsequently acquired or
constructed by the Owner to replace such existing asphalt cement and residual
fuel storage terminals.
ATTACHMENT
“B”
Terminals
Ardmore,
OK
Austin,
TX
Bay City,
MI
Billings,
MT
Boise,
ID
Catoosa,
OK (Emulsion plt)
Catoosa,
OK (Port 33)
Chicago,
IL Marine Oil
Columbus,
OH
Denver C,
CO
Denver K,
CO
Dodge
City, KS
El
Dorado, KS
Ennis,
TX
Fontana,
CA
Garden
City, GA
Gloucester
City, NJ
Grand
Island, NE
Grand
Jct, CO
Halstead,
KS
Las
Vegas, NV
Lawton,
OK
Little
Rock, AR
Lubbock,
TX
Memphis
Emulsion, TN
Memphis
TN
Morehead
City, NC
Muskogee,
OK
N. Salt
Lake City, UT
New
Madrid, MO
Newport
News, VA
Northumberland,
PA
Parsons,
TN
Pasco,
WA
Pekin,
IL
Port of
Catoosa, OK
Pueblo,
CO
Reading,
PA
Saginaw,
TX
Salina,
KS
Sedalia,
MO
Spokane
(Hillyard), WA
Spokane
(Valley), WA
St.
Louis, MO
Warsaw,
IN
Woods
Cross, UT
ATTACHMENT
“C”
Asphalt
Cement meeting the following specifications: all viscosity and
penetration for graded paving, including, but not limited to, AC-5, AC-7, AC-10,
AC-13, AC-15, AC-20, AC-30, AC-40/50, RA-800, RA-900, RA-925 and all asphalt
emulsion base stock products and all tank bottoms related thereto.
Residual
Fuel oils meeting the following specifications: all residual fuel oil
products, including but not limited to, vacuum gas oil, carbon black oil, vacuum
tower bottoms, light cycle oils, FCC bottoms and flux and all tank bottoms
related thereto.
EXHIBIT
10.8
ACCESS
AND USE AGREEMENT
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.
”
W
I T N E S S E T H:
WHEREAS, SemMaterials and SMEP entered
into that certain Terminal Access and Use Agreement, dated as of January 28,
2008 (the “
Terminal
Agreement
”) which set forth certain rights, obligations, terms,
conditions and restrictions associated with and necessary for SemMaterials to
access the Terminals to facilitate the processing, sale, delivery, and/or
removal of asphalt cement, residual fuel oil or other product or
inventory;
WHEREAS,
commencing on July 22, 2008, SemGroup, L.P., an Oklahoma limited partnership
(“
SemGroup
”)
and certain of its Affiliates (including SemMaterials), filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code (as defined
herein);
WHEREAS,
on March 6, 2009, SemGroup and certain of its Affiliates (including
SemMaterials) and SemGroup Energy Partners, L.P., a Delaware limited partnership
(“
SGLP
”) and
certain of its Affiliates (including SMEP) entered into a term sheet regarding
the principal terms of a settlement agreement (the “
Settlement
”)
between SemGroup and SGLP;
WHEREAS,
pursuant to the terms of the Settlement, SemGroup and its Affiliates agreed to
transfer the Asphalt Transferred Assets (as defined herein) to SGLP and its
Affiliates;
WHEREAS, as part of the Settlement
SemMaterials will reject the Terminal Agreement in the Bankruptcy Cases and
liquidate the Existing Asphalt Inventory (as defined herein); and
WHEREAS,
the Parties desire to agree upon and set forth certain rights, obligations,
terms, conditions and restrictions associated with and necessary for
SemMaterials to access the Terminals and the Asphalt Transferred Assets, as
necessary, to facilitate the processing, sale, delivery and/or removal of the
Existing Asphalt Inventory during the Liquidation Period (as defined
herein).
NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1.
Definitions
. In
addition to terms defined elsewhere in this Agreement, where capitalized, the
following words and phrases in this Agreement shall be defined as
follows:
(a)
“
Affiliate
”
means, with respect to any entity, any other entity that, directly or
indirectly, controls, is controlled by or is under common control with, such
specified entity through one or more intermediaries or otherwise;
provided
that, for purposes
of this Agreement, (i) SemGroup Energy Partners G.P., L.L.C., SemGroup Energy
Partners, L.P. and their subsidiaries (the “
SGLP
Parties
”) shall not be deemed to be Affiliates of SemGroup G.P., L.L.C.,
SemGroup, L.P. and their subsidiaries (other than the SGLP Parties) (the “
SemGroup
Parties
”) and (ii) the SemGroup Parties and its subsidiaries shall not be
deemed to be Affiliates of the SGLP Parties. For the purposes of this
definition, “control” means, where used with respect to any entity, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract or otherwise, and the terms
“controlling” and “controlled” have correlative meanings.
(b)
“
Asphalt
Transferred Assets
” means, collectively, (i) the “Asphalt Processing
Assets” as defined in the Contribution Agreement, (ii) the “Prior Retained
Easements” as defined in the Contribution Agreement and (iii) the “Prior
Retained Leasehold Agreements” as defined in the Contribution
Agreement.
(c)
“
Bankruptcy
Cases
” means the chapter 11 cases commenced by SemGroup and certain of
its direct and indirect subsidiaries on July 22, 2008 (including any case
commenced after the date of this Agreement), jointly administered under Case No.
08-11525 (BLS).
(d)
“
Bankruptcy
Code
” means Title 11 of the United States Code, as amended.
(e)
“
Bankruptcy
Court
” means the United States Bankruptcy Court for the District of
Delaware or any other court having jurisdiction over the Bankruptcy Cases from
time to time.
(f)
“
Contribution
Agreement
” means that certain Contribution, Conveyance, Assignment and
Assumption Agreement, dated as of the Effective Date, by and among SemMaterials,
K.C. Asphalt L.L.C., SemMaterials Energy Partners, L.L.C. and SGLP Asphalt,
L.L.C.
(g)
“
Existing Asphalt
Inventory
” means any of SemMaterials’ or its Affiliates’ asphalt cement,
residual fuel oil or other product or inventory that is owned on its own behalf
or held on behalf of third parties and that is stored in the Asphalt Transferred
Assets or in SGLP’s or its Affiliates’ liquid asphalt cement facilities as of
the Effective Date.
(h)
“
Liquidation
Period
” means the period commencing as of the Effective Date and ending
on October 31, 2009.
(i)
“
SMEP Owned Real
Property
” means that certain land owned in fee by SMEP at which some of
the Terminals are located as more particularly described on
Schedule 1(i)
attached hereto.
(j)
“
SMEP Leased Real
Property
” means that certain land leased by SMEP at which some of the
Terminals are located as more particularly described on
Schedule 1(i)
attached hereto.
(k)
“
Terminal
Assets
” means all of the property of SMEP at and comprising the Terminals
including the SMEP Owned Real Property, the SMEP Leased Real Property and all of
those certain asphalt and residual fuel oil storage tanks and related equipment,
facilities, buildings, loading facilities, controls and other assets located at
or used in connection with the Terminals, all as more particularly described on
Schedule 1(k)
attached hereto.
(l)
“
Terminals
”
means those certain terminals described in
Schedule 1(i)
which include the Terminal Assets, the SMEP Owned Real Property or SMEP Leased
Real Property, as applicable, and the Asphalt Transferred Assets.
2.
Reservation
and Recognition of Access and Use Rights
. SemMaterials hereby reserves
and retains the rights to access and use SMEP’s Terminal Assets and the Asphalt
Transferred Assets, to the extent necessary (a) to permit the processing, sale,
delivery and/or removal of the Existing Asphalt Inventory during the Liquidation
Period in accordance with customary industry practice and in a manner consistent
with historical practice, and (b) to permit the fulfillment by the Parties of
their obligations under
Section 10
of
this Agreement, and (c) to park mobile equipment including trucks, trailers, and
paving related equipment to the extent such parking does not interfere with the
operation of the Terminals. SMEP hereby recognizes and agrees to
provide and accommodate the access rights of SemMaterials under this Agreement
subject to, and agrees to perform and abide by, the terms and conditions set
forth in this Agreement. SemMaterials expressly disclaims the right
to use Terminal Assets which relate solely to SMEP’s asphalt cement and residual
fuel oil terminalling and storage business and operations and which are not
needed in connection with the processing, sale, delivery and/or removal of the
Existing Asphalt Inventory during the Liquidation Period.
3.
Term
. This
Agreement shall commence on the Effective Date and shall remain in effect
separately with respect to each Terminal until the earlier of conclusion of the
Liquidation Period or the date on which all Existing Asphalt Inventory is
removed from each Terminal and Customer provides a written notice to Owner
stating all Product is removed (the “
Term
”). Such
written notice can be delivered via electronic mail or facsimile.
4.
Operation
and Maintenance of Terminal and Assets; Sharing of Common
Costs
.
(a)
Apportionment
and Sharing of Costs
. Except as provided in this
Section 4
, SMEP shall
be solely responsible for and shall pay and discharge when due and payable all
costs and expenditures relating to the ownership and operation of Terminal
Assets, SMEP Owned Real Property, SMEP Leased Property and Asphalt Transferred
Assets. SemMaterials shall be solely responsible for those costs and
expenditures that directly relate to processing, storage and distribution
activities with respect to the Existing Asphalt Inventory during the Liquidation
Period, which costs shall be prorated for the portion of the month or other time
period the Terminal Assets or Asphalt Transferred Assets are used by
SemMaterials. Notwithstanding anything to the contrary herein,
SemMaterials shall not be responsible for any portion of SMEP’s overhead
costs.
(b)
Payment
and Discharge of Apportioned Costs; Audit Rights
. SMEP shall
be obligated to pay all costs associated with the ownership and operation of the
Terminals and the Asphalt Transferred Assets and shall invoice SemMaterials for
its respective share of operating costs under
Section 4(a)
on
a monthly basis during the Liquidation Period with reasonable supporting
documentation for each cost item described in the invoice. Such cost
allocation will also comply with the terms of the Transition Services Agreement
between the Parties. Such invoices shall be payable within fifteen
(15) days after receipt. SMEP shall keep such books and records
(which shall be maintained on a consistent basis and substantially in accordance
with generally accepted accounting principles) and shall readily disclose the
basis for any charges or costs or credits, ordinary or extraordinary, billed or
due to the other Party under this Agreement and shall make them available for
examination, audit, and reproduction by the other Party and its agents for a
period of eighteen (18) months after such charge or credit is billed or
due.
(c)
Disputed
Amounts
.
If
SemMaterials disputes the amount reflected in any statement or invoice delivered
pursuant to
Section
4(b)
of this Agreement, then SemMaterials may, within thirty (30) days
after receipt of such statement or invoice, deliver a written notice to SMEP
(the “
Dispute
Notice
”) setting forth the items in dispute in reasonable detail (the
“
Disputed
Items
”). During the thirty (30) day period following delivery
of the Dispute Notice (the “
Resolution
Period
”), the Parties will use their commercially reasonable efforts to
reach agreement on the Disputed Items set forth in the Dispute
Notice. If the Parties are unable to reach an agreement during the
Resolution Period, then they will appoint a mutually acceptable independent
party to review the Dispute Notice and determine the final amount of the
Disputed Items. If the Parties are unable to agree on a single
independent party within fifteen (15) days after the end of the Resolution
Period, then the Parties will each appoint one (1) independent party, who will
jointly select a third independent party (singly or collectively, the “
Referee
”),
within thirty (30) days after the end of the Resolution Period. The
Referee shall deliver its determination to the Parties within thirty (30) days
from the date of its engagement. The Referee’s report shall be final
and binding upon the Parties. The cost of the Referee’s engagement
and report shall be shared fifty percent (50%) by Owner and fifty percent (50%)
by Customer.
5.
Health
and Safety
. In use of SMEP’s Terminal Assets and the Asphalt
Transferred Assets and the exercise of its rights hereunder, SemMaterials shall
conduct safe operations and shall comply with all applicable federal, state, and
local rules, regulations and orders and SMEP job-site rules and regulations
regarding safety, health and fire protection. SMEP shall provide
SemMaterials with copies of all manuals, pamphlets and brochures and obtain
other information regarding SMEP’s safety and emergency policies, procedures and
rules. SemMaterials shall familiarize themselves and their employees,
agents, contractors and invitees with such safety and emergency information and
shall be responsible for providing any required
training. SemMaterials shall provide all such appropriate protective
equipment and clothing as may be required, and all persons accessing the
Terminals shall wear such required protective equipment and clothing at all
times while thereon. SemMaterials will access and use the Terminals,
Terminal Assets and the Asphalt Transferred Assets in a manner that will not
unreasonably interfere with SMEP’s operations at such Terminals or create an
unreasonable safety risk or hazard. No smoking or open flame or
matches or lighters shall be permitted on the Terminal property without SMEP’s
express prior approval. SemMaterials shall ensure that the Terminals
are at all times kept free of waste and are left clean and
orderly. Equipment placement and material storage shall be at
locations satisfactory to SMEP. SMEP shall have no duty to monitor
compliance by SemMaterials or any contractors, employees or other third parties
with any safety rules, regulations or requirements;
provided, however
, if SMEP
becomes aware of any such violation of safety rules, regulations or
requirements, SMEP may require SemMaterials to correct violations immediately,
and in the event of aggravated or repeated violations, SMEP may refuse to allow
any person or persons committing such violations to have continuing access to
the Terminal, Terminal Assets or the Asphalt Transferred
Assets. SemMaterials shall use commercially reasonable efforts to
prevent and minimize hazardous conditions arising as a result of its use of the
Terminals and the Asphalt Transferred Assets and shall promptly correct any
unsafe or hazardous condition at the Terminals or relating to any of the Asphalt
Transferred Assets caused by SemMaterials or its respective employees or agents
of which they are aware. SMEP shall promptly correct any unsafe or
hazardous condition at the Terminals caused by SMEP or its employees or agents
of which SMEP is aware which could materially interfere with the use by
SemMaterials of the Terminals, Terminal Assets or the Asphalt Transferred Assets
for the purposes described herein.
6.
Security
. SemMaterials
and its employees, agents, invitees and contractors shall comply with SMEP’s
security requirements applicable to each Terminal and shall obey the applicable
directions of SMEP’s security personnel and contractors. SMEP may
impose reasonable restrictions and limitations upon access to all or any portion
of the Terminal, Terminal Assets or the Asphalt Transferred Assets, including
restrictions as to time and place of access at any particular time or location
to the extent it does not materially interfere with exercise of rights by
SemMaterials hereunder. All persons shall abide by all such
restrictions and limitations. Any person found in violation of any
such restrictions and limitations may be removed from the Terminal by SMEP, and
SMEP may refuse to allow such person any further access to the
Terminal. Unless otherwise specifically provided in writing, SMEP
shall have no duty to provide any security for protection of the persons or
property of SemMaterials or any contractors, employees, agents or
invitees. SMEP may issue passes or visitor identification cards to
employees, contractors, or representatives of SemMaterials, which must be
presented upon request before entry into Terminals and surrendered upon demand
or upon any termination or expiration of this Agreement. Passes or
other identification shall be issued only to persons meeting any reasonable
security criteria applicable at the relevant Terminal.
7.
Wastes;
Hazardous Materials
. Each Party shall at all times keep those
areas within the Terminal used by such Party pursuant to this Agreement free
from accumulations of waste material or rubbish resulting from such Party’s use
thereof, and each Party shall remove at their own expense all temporary
structures, rubbish and waste materials resulting therefrom. Each
Party shall take all commercially reasonable steps to eliminate or minimize the
generation of Hazardous Materials in connection with its use of the
Terminals. Each Party shall be responsible for safely and properly
handling, removing and disposing of all Hazardous Materials used, stored or
generated in conjunction with any use of the Terminals, the Asphalt Transferred
Assets or their other respective assets, including, without limitation, the
Existing Asphalt Inventory, in accordance with all applicable Hazardous
Materials Laws. Upon completion of any work on or about a Terminal,
each Party shall leave the work site in a clean and orderly condition, free from
trash, rubbish, debris and other wastes. “
Hazardous
Materials,
” as used herein, shall mean, without limitation, those
materials defined or regulated as hazardous substances, extremely hazardous
substances, hazardous chemicals, hazardous materials, toxic substances, toxic
chemicals, air pollutants, toxic pollutants, hazardous wastes, extremely
hazardous wastes, radioactive materials or restricted hazardous waste by
Hazardous Materials Law. The term “
Asbestos
”
as used herein shall mean any asbestos or material containing
asbestos. The term “
Hazardous
Materials Law
” as used herein means any federal, state, or local law
(including common law), ordinance or regulation or any court judgment or order
of any federal, state or local agency or regulatory body applicable to the
Terminal relating to industrial hygiene or to environmental or unsafe conditions
including, but not limited to, those relating to the generation, manufacture,
storage, use, handling, transportation, recycling, disposal, release, emission
or discharge of Hazardous Materials and Asbestos, those in connection with the
construction, fuel supply, power generation and transmission, waste disposal or
any other operations or processes relating to the Terminal, and those relating
to the atmosphere, soil, surface and ground water, wetlands, stream sediments
and vegetation on, under, in or about each Terminal. Each Party shall
use commercially reasonable efforts to reduce and minimize accidents arising in
connection with use of the Terminal and shall promptly report to the other Party
all accidents or occurrences resulting in injuries to the employees of
SemMaterials or third parties and damage to the other Party’s property or third
parties, arising out of such Party’s use of a Terminal. SemMaterials
and SMEP shall provide each other a detailed written incident report and shall
furnish such other Party with a copy of non-privileged reports made by the
reporting Party to such Party’s insurers, governmental entities or to others of
such accidents or occurrences. Each Party shall promptly report any
governmental inspections relative to such Party’s operations conducted at the
Terminal and the results of the inspections. Where advance notice of
an inspection is given, each Party shall promptly notify the other Party using
the Terminal of the same. Each Party shall inform the other Party of
any notices, warnings, or asserted violations issued by any governmental
agencies relative to any activities performed by such Party at the
Terminal.
8.
Reserved
.
9.
Personnel,
Contractor Prohibitions and Restrictions
. The possession, use,
manufacture, distribution, transfer of, or being under the influence of any
unauthorized, prohibited, illegal or controlled substance, or drug
paraphernalia, or possession of any firearm, weapon, explosive or ammunition is
prohibited at the Terminals. As used in this provision, “substance”
refers to alcohol, drug(s), chemical(s), illegal or prescribed, that may be
inhaled, injected, absorbed or taken by mouth that may, in the SMEP’s opinion,
impair an individual. SemMaterials shall not allow and shall take all
steps reasonably necessary to prevent the possession of any unauthorized,
prohibited, illegal, or controlled substance, illegal weapon or firearm by one
of its employees, agents, contractors or invitees at the
Terminal. Any employees, agents, invitees or contractors of
SemMaterials who violate this prohibition are subject to immediate removal from
the Terminal and such removal shall not constitute any cause for claim or
damages against SMEP, and SMEP may prevent such persons from returning to the
Terminal. Prohibited items and substances may be confiscated and
transferred to appropriate law enforcement authorities. SMEP shall
enforce the prohibitions and restrictions described in this paragraph against
its own personnel, contractors or visitors, or other users of the
Terminals.
10.
Regulatory
Matters and Compliance
. SMEP and SemMaterials and their
respective employees, agents and invitees shall comply with all applicable
federal, state, and local laws, rules, regulations and orders in connection with
their respective use of the Terminals. Each Party shall secure and
maintain current all required permits, licenses, certificates, and approvals
relating to its use of the Terminals or the Asphalt Transferred Assets, as
applicable and in accordance with the terms of the Transition Services
Agreement. SMEP shall comply with all applicable federal, state, and
local laws, rules, regulations and orders pertaining to the operation of the
Terminal and the Asphalt Transferred Assets to the extent reasonably necessary
to enable SemMaterials to exercise the rights provided
hereunder. SemMaterials and SMEP shall reasonably cooperate and
coordinate with each other with respect to permits, environmental prevention
plans and storm water permitting.
11.
Notice of
Damage; Emergency Management
. SemMaterials shall promptly
notify SMEP of any matters pertaining to any damage or impending damage to or
loss of any of the SMEP’s assets or facilities that are known to such
Party. SMEP shall promptly notify SemMaterials of any damage or
impending damage to or loss of any of their assets or facilities, including any
unpermitted release or threat of release of Hazardous Materials, that are known
to SMEP. In the event of an emergency occurring at any Terminal, SMEP
and SemMaterials shall diligently cooperate in good faith to appropriately
manage the emergency situation in a timely and effective manner. Such
cooperation shall include, but not be limited to, providing of necessary access
to all portions of the Terminal and the improvements thereon.
12.
Access to
Terminals and Asphalt Transferred Assets
. SemMaterials shall
have access to the Terminals and the Asphalt Transferred Assets for the exercise
of its rights granted hereunder during each such Terminal’s normal business
hours in accordance with its ordinary course of business and consistent with
past practice,
subject to the terms and
conditions set forth in this Agreement and to reasonable Terminal shutdowns or
restrictions to address emergency or hazardous situations or as reasonably
necessary to protect SMEP’s assets or operations. SMEP may reasonably
designate certain areas within the Terminals as private and restrict the access
of SemMaterials thereto to the extent such areas do not relate to SemMaterials’
business activities or unduly impede SemMaterials’ access to the Asphalt
Transferred Assets. In the event SemMaterials needs access to any
such restricted areas at a particular Terminal, SemMaterials shall provide SMEP
with advance notice and SMEP shall provide an escort for such
access.
13.
Reserved
.
14.
Standards
of Operation; Prevention of Interference with Other Party’s
Operations
. Except as otherwise set forth herein, for purposes
of this Agreement, the normal and customary standards of performance within the
asphalt industry shall be the measure of whether a Party’s performance is
reasonable and timely and each Party shall conduct its business, operations and
other activities undertaken at the Terminals pursuant to this Agreement in
accordance with such standards. Neither SemMaterials nor SMEP shall
use equipment, technologies, or methods of operation that adversely interfere or
affect the operations or assets of the other Party using the
Terminal. Each Party shall take all reasonable precautions to prevent
damage to the Terminals or any of the assets located thereon.
15.
Reserved
.
16.
Reserved
.
17.
Indemnification
.
(a)
SemMaterials,
for itself, its successors and assigns hereby (i) waives its right to bring any
claim or cause of action against SMEP, its agents and employees and (ii) agrees
to indemnify, defend and hold harmless SMEP for any claim or cause of action for
any loss, damage, injury, or other casualty of whatsoever kind or by whomsoever
caused, to the person or property arising out of, or resulting from
SemMaterials' use, possession or operation thereof, or from its installation,
existence, use, maintenance, conditions, repair, alteration, removal or
replacements of any improvements thereof, unless due to the gross negligence or
willful misconduct of SMEP, its agents or employees.
(b)
SemMaterials
agrees to indemnify and save SMEP harmless from and against any and all
liabilities, claims, demands, suits, judgments, damages or losses, including
costs, fees and expenses, in connection therewith, or incidental thereto, in any
manner arising from or in connection with, any actual or threatened pollution or
threatened pollution or contamination, in any manner, resulting from: (i)
SemMaterials’ access and use of the Terminals under this Agreement and (ii) the
performance of any of the obligations set forth in this Agreement by
SemMaterials, its invitees, or persons, firms, or corporations doing work for
SemMaterials or by the agents, servants or employees of any of
them.
18.
Limitation
of Liability
. Notwithstanding any other provision,
SemMaterials shall not be liable to the other Party for special, punitive,
exemplary, consequential, or indirect losses or damages suffered by SMEP as a
result of the performance or nonperformance of its obligations under this
Agreement, or its acts or omissions related to this Agreement or its use of the
system, whether or not arising from sole, joint or concurrent negligence, strict
liability, violation of law, breach of contract, breach of warranty, or any
other source whether or not foreseeable and even if the Parties have been
advised of the possibility of such damages.
19.
Insurance
.
(a)
Obligation
to Obtain
. During the Term, the Parties (or their agents)
shall each obtain and/or maintain not less than the following
insurance:
(i)
Commercial
General Liability Insurance with a combined single limit of $1,000,000 for
bodily injury and property damage per occurrence and in the
aggregate.
(ii)
If a
Party has employees, Worker’s Compensation Insurance (including Occupational
Disease coverage) in amounts required by applicable law and Employers Liability
Insurance (including Occupational Disease coverage) with limits not less than
$500,000 each accident. If work is to be performed in North Dakota,
Ohio, Washington, Wyoming, or West Virginia, the Party shall participate in the
appropriate state fund(s) to cover all eligible employees and provide a stop gap
endorsement.
(iii)
Automobile
Liability Insurance with a combined single limit of $1,000,000 for bodily injury
and property damage per occurrence, to include coverage for all owned,
non-owned, and hired vehicles.
(iv)
Excess
(or Umbrella) Liability Insurance with a combined single limit of $9,000,000 for
bodily injury and property damage per occurrence, such insurance providing
excess or umbrella liability coverage above primary liability limits set forth
in Subsections (i), (ii), and (iii) of this Section.
(v)
Insurance
on an all risk basis for the replacement value of such Party’s property
(including fixtures, improvements and equipment) located at the Terminals and
any other insurance against other perils and in such amounts as the Parties
agree from time to time should be reasonably required.
The
limits set forth above are minimum coverage amounts and are not intended and
shall not be construed to limit the liability of either Party under this
Agreement. Failure of either Party to demand such certificate or
other evidence of full compliance with these insurance requirements or failure
of either party to identify a deficiency from evidence that is provided shall
not be construed as a waiver of either Party’s obligation to maintain such
insurance.
(b)
Policy
Requirements
. All insurance required hereunder shall be
maintained with responsible, solvent and reputable insurance companies with an
A.M. Best rating of A-IX or better that are qualified to do business in the
State of Oklahoma. Each Party shall provide the other Party with an
insurance certificate confirming compliance with the insurance requirements of
this Article. SemMaterials shall, in addition to and without
limitation of the requirements of this
Section 20
, cause the
insurance policies described in
Sections 20(a)(i)
and
20(a)(iii)
to
include SMEP as an additional insured. All insurance required
hereunder and provided by SemMaterials shall be primary to any other insurance
coverage of SMEP and shall apply and be in full force and effect regardless of
the existence of other insurance. The insurance certificate shall
indicate that the other Party shall be notified not less than ten (10) calendar
days prior to any cancellation in coverage;
provided
,
however
, that with
respect to the policies described in
Sections 20(a)(i)
and
20(a)(iii)
, the
insurance certificate shall provide that SMEP shall be notified not less than
thirty (30) calendar days prior to any cancellation in coverage. If
either Party provides any of the foregoing coverages through a claims-made
policy basis, that Party shall endeavor to maintain, for at least three years
beyond the expiration of this Agreement, a tail policy.
(c)
Waiver of
Claims; Waiver of Subrogation
. Each Party hereto hereby waives
any and all claims for recovery which such Party or anyone claiming through such
Party may have against the other Party hereto (or such other Party’s officers,
agents or employees) for or with respect to any loss of or damage to such
waiving Party’s property which is (i) insured under valid insurance policies, to
the extent of any recovery actually collectible under such insurance policies,
or (ii) required by this Agreement to be insured, to the extent any recovery
would be collectible if such insurance policies were obtained and maintained as
required by this Agreement, whether or not such loss or damage is caused by the
negligence of such other Party or such other Party’s agents, employees or
contractors or of any other person or persons for whose actions such other Party
may be responsible or liable. SMEP and SemMaterials each agree to
obtain from the insurance companies providing its insurance applicable hereto
permission to allow SMEP and SemMaterials to waive their respective insurance
companies’ rights of subrogation. SMEP and SemMaterials shall each
provide to the other written proof of the waiver of said claims by said
insurance companies.
(d)
Blanket
Policies
. Nothing in this Agreement shall be construed to
prevent either Party from satisfying its insurance obligations pursuant to this
Agreement under a blanket policy or policies of insurance that meet or exceed
the requirements of this Article.
(e)
Diligent
Pursuit of Claims
. In the event coverage is denied or
reimbursement of a properly presented claim is disputed by the carrier for
insurance required by this section, the Party carrying such coverage shall make
commercially reasonable efforts to pursue such claim with its
carrier.
20.
Reserved
.
21.
Reserved
.
22.
Default
. A
Party shall not be in default under this Agreement unless and until the
non-defaulting Party provides it written notice of such default and the
defaulting Party fails to cure the same within thirty (30) calendar days after
receipt of such notice (or, with respect to monetary defaults, within ten (10)
business days after receipt of such notice);
provided, however,
that where
a non-monetary default cannot reasonably be cured within such thirty (30) day
period, if the defaulting Party proceeds promptly to cure the default with due
diligence, the time for curing such default shall be extended for such period of
time as may be reasonably necessary to complete such curing. Any
event of default may be waived at the non-defaulting Party’s
option. Upon the failure of a Party to timely cure any such default
after notice thereof from the other Party and expiration of the above cure
periods, then the non-defaulting Party may pursue any legal remedies it may have
under applicable law or principles of equity relating to such
default. Either Party may seek equitable remedies prior to expiration
of the above cure period to prevent irreparable harm.
23.
Reserved
.
24.
Force
Majeure
. No Party shall be in default under this Agreement
with respect to any delay in its performance caused by any of the following
conditions (each a “
Force Majeure
Event
”): (a) act of God; (b) fire; (c) flood; (d) material
shortage or unavailability not resulting from the responsible Party’s failure to
timely place orders or take other necessary actions therefor; (e) war or civil
disorder; or (f) any other cause beyond the reasonable control of such
Party. The Party claiming relief under this Article shall
promptly notify the other in writing of the existence of the Force Majeure Event
relied on, the expected duration of the Force Majeure Event, and the cessation
or termination of the Force Majeure Event. The Party claiming relief
under this Article shall exercise commercially reasonable efforts to
minimize the time for any such delay.
25.
Notice
. Unless
otherwise provided in this Agreement, all notices and communications concerning
this Agreement shall be in writing and addressed to the other Party as
follows:
If
to SMEP:
|
SemMaterials
Energy Partners, L.L.C.
Attn: President
6120
South Yale, Suite 500
Tulsa,
OK 74136
Facsimile
No. (918) 524-5805
|
|
|
With
a copy to:
|
Baker
Botts L.L.P.
Attn: Doug
Rayburn
2001
Ross Avenue
Suite
600
Dallas,
Texas 75201
Facsimile
No.: (214) 661-4634
|
|
|
If
to SemMaterials:
|
SemMaterials,
L.P.
Attn: President
6502
South Yale Avenue
Tulsa,
OK 74136
Facsimile
No. (918) 524-8920
|
|
|
With
a copy to:
|
Weil,
Gotshal & Manges, LLP
Attn: Michael
A. Saslaw, Esq.
200
Crescent Court, Suite 300
Dallas,
TX 75201-6950
Facsimile
No.: (214) 746-7777
|
|
|
or at
such other address as may be designated in writing to the other
Party.
Unless
otherwise provided herein, notices and invoices shall be hand delivered, sent by
registered or certified U.S. Mail, postage prepaid, or by commercial
overnight delivery service, or transmitted by electronic mail or facsimile, and
shall be deemed served or delivered to the addressee or its office when received
at the address for notice specified above when hand delivered, upon confirmation
of sending when sent by electronic mail or facsimile, on the day after being
sent when sent by overnight delivery service, or three United States Postal
Service business days after deposit in the mail when sent by
U.S. mail.
26.
Reserved
.
27.
Miscellaneous
.
(a)
Headings
. The
headings of the sections and subsections of this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement.
(b)
Standards
of Performance
. Except as otherwise set forth herein, for the
purpose of this Agreement the normal standards of performance within the asphalt
storage and manufacturing industry in the relevant market shall be the measure
of whether a Party’s performance is reasonable and timely.
(c)
Section
References
. Except as the context otherwise indicates, all
references to Exhibits, Sections, and Subsections refer to provisions of this
Agreement. The words hereof, herein, hereunder or similar words refer
to this Agreement as a whole and not to any particular provision, paragraph or
Section.
(d)
Amendment
or Waiver
. This Agreement may not be amended, modified or
waived except by written instrument executed by officers or duly authorized
representatives of the respective Parties. The Parties hereby
acknowledge and agree that a material amendment to this Agreement requires the
approval of the Bankruptcy Court prior to the effective date of the plan of
reorganization in the Bankruptcy Cases. No waiver or failure of
enforcement by any Party of any default by any other Party in the performance of
any provision, condition or requirement herein shall be deemed to be a waiver
of, or in any manner a release of the defaulting Party from, performance of any
other provision, condition or requirement herein, nor deemed to be a waiver of,
or in any manner a release of the defaulting Party from, future performance of
the same provision, condition or requirement; nor shall any delay or omission of
any non-defaulting Party to exercise any right hereunder in any manner impair
the exercise of any such right or any like right accruing to it
thereafter.
(e)
Severability
. Any
provision of this Agreement that is prohibited or not enforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective only to the extent
of the prohibition or lack of enforceability without invalidating the remaining
provisions of this Agreement, or affect the validity or enforceability of those
provisions in another jurisdiction or the validity or enforceability of this
Agreement as a whole.
(f)
Assignment
.
No
Party hereto may assign this Agreement, in whole or in part, except with the
prior written approval of each other Party, which approval shall not be
unreasonably withheld;
provided
,
however
, that a Party
may assign this Agreement to an Affiliate or any purchaser of or successor to
all or substantially all of the asphalt assets or business of such Party;
provided
,
further
that
SemMaterials has pledged, and may continue to pledge, its ownership interest in
the Existing Asphalt Inventory for the benefit of its creditors to the extent
permitted by Applicable Law. This Agreement shall inure to the
benefit of, and shall be binding upon, the Parties and their respective
permitted successors and assigns, including with respect to SemMaterials, any
reorganized debtor entity appointed pursuant to the plan of reorganization of
SemMaterials.
(g)
Entire
Agreement and Conflict with Attachments
. This Agreement
(including Attachments) contains the entire and exclusive agreement between the
Parties with respect to the subject matter hereof, and there are no other
promises, representations, or warranties affecting it. The terms of
this Agreement may not be contradicted, explained or supplanted by any usage of
trade, course of dealing or course of performance and any other representation,
promise, statement or warranty made by either Party or their agents that differs
in any way from the terms contained herein will be given no force or
effect. In the case of any conflict between the body of this
Agreement and any of its Attachments, the terms contained in the Attachments
will govern.
(h)
Governing
Law
. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE
GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH, THE
APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE AND THE INTERNAL LAWS OF THE STATE
OF OKLAHOMA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE
THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).
(i)
Jurisdiction
.
(i)
Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected hereby, and (ii) any and all Actions related to the
foregoing shall be filed and maintained only in the Bankruptcy Court, and the
Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 25
;
provided
,
however
, that if a
plan of reorganization has become effective in the Bankruptcy Cases, the Parties
agree to unconditionally and irrevocably submit to the exclusive jurisdiction of
the federal or state courts in Oklahoma City, Oklahoma for the resolution of any
such claim or dispute.
(ii)
The
Parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by Applicable Law, any objection which they may now or hereafter have
to the laying of venue or any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby brought in any court
specified in paragraph (a) above, or any defense of inconvenient forum of the
maintenance of such dispute. Each of the Parties hereto agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(iii)
Each of
the Parties hereto consents to process being served by any Party to this
Agreement in any suit, Action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section
25
.
(j)
Counterparts
. This
Agreement may be executed in any number of counterparts each of which, when so
executed and delivered (including by facsimile or electronic mail transmission),
will be deemed original but all of which together will constitute one and the
same instrument.
(k)
Further
Assurances
. Subject to the terms and conditions of this
Agreement, each of the Parties hereto will use commercially reasonable efforts
to take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary under applicable laws and regulations to consummate the
transactions contemplated by this Agreement.
(l)
No
Third-Party Beneficiaries
. Except as provided in
Section 17
, nothing
contained in this Agreement, expressed or implied, is intended or shall be
construed to confer upon or give to any Person (including any limited partners
of SGLP) other than the Parties hereto and their successors or permitted
assigns, any rights or remedies under or by reason of this
Agreement.
(m)
No Strict
Construction
. The Parties to this Agreement have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises with respect to this
Agreement, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or
disfavoring a Party by virtue of the authorship of any of the provisions of this
Agreement.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, duly authorized representatives of SemMaterials and SMEP have
executed this Agreement as of the date hereof to be effective as of the
Effective Date.
SEMMATERIALS
ENERGY PARTNERS, L.L.C.
By:
/s/ Alex G.
Stallings
Name:
Alex G.
Stallings
Title:
Chief Financial Officer and
Secretary
SEMMATERIALS,
L.P.
By: SemOperating
G.P., L.L.C.,
its
general partner
By:
/s/ Terrence
Ronan
Name:
Terrence
Ronan
Title:
President &
CEO
SCHEDULE
1(i)
DESCRIPTION OF TERMINALS,
SMEP OWNED REAL
PROPERTY AND SMEP LEASED
REAL PROPERTY
TERMINAL
|
Street
Address
|
Land
Owned
or
Leased
|
Ardmore,
OK
|
2500
Refinery Road
|
L
|
Austin,
TX
|
8803
North Mopac Expressway
|
O
|
Bay
City, MI
|
309
Woodside Avenue
|
O
|
Billings,
MT
|
7315
Mossmain Lane
|
O
|
Boise,
ID
|
4303
Gekeler Lane
|
O
|
Catoosa,
OK (Emulsion plt)
|
5850
Arkansas Road
|
L
|
Catoosa,
OK (Port 33)
|
100 N.
321st E. Avenue
|
|
Port
of Catoosa
|
5645 E.
Channel Road
|
|
Chicago,
IL Marine Oil
|
4950 W.
41st Street
|
L
|
Columbus,
OH
|
3737
Fisher Road
|
O
|
Denver
C, CO
|
4310 E.
60th Avenue
|
O
|
Denver
K, CO
|
4308 E.
60th Avenue
|
L
|
Dodge
City, KS
|
2600
Butter & Egg Road
|
O
|
El
Dorado, KS
|
800 E.
10th Street
|
L
|
Ennis,
TX
|
203
Cedar Road
|
O
|
Fontana,
CA
|
14929
Slover Avenue
|
O
|
Garden
City Plant PMAC/CB
|
14
Fountain Drive
|
O
|
Gloucester
City, NJ
|
King
Street & Jersey Avenue
|
O
|
Grand
Island, NE
|
4112
Academy Road
|
L
|
Grand
Jct, CO
|
202
Fourth Avenue
|
O
|
Halstead,
KS
|
300
Industrial Road
|
O
|
Las
Vegas, NV
|
3901 W.
Ponderosa Way
|
O,L
|
Lawton,
OK
|
9301
SW Koch Street
|
O
|
Little
Rock, AR
|
601
Shamburger Lane
|
O
|
Lubbock,
TX
|
1611
Marshall Street
|
O,L
|
Memphis
Emulsion, TN
|
1430
Channel Avenue
|
O,L
|
Memphis
TN
|
1285
Channel Avenue
|
O
|
Morehead
City, NC
|
105
Arendale Street
|
L
|
Muskogee,
OK
|
2501
Port Place
|
L
|
New
Madrid, MO
|
#297
Hwy 61 South
|
O
|
Newport
News, VA
|
801
Terminal Avenue
|
O
|
Northumberland,
PA
|
4th
& Duke
|
O
|
Parsons,
TN
|
5445
Hwy 412 East
|
L
|
Pasco,
WA
|
3152
Selph Landing
|
L
|
Pekin,
IL
|
201 S.
Levee Road
|
O
|
Pueblo,
CO
|
510
West D Street
|
O
|
Reading,
PA
|
3847
Pottsville Pike
|
O
|
Saginaw,
TX
|
600
Minton Road
|
O,L
|
Salina,
KS
|
1100 W.
Grand Avenue
|
O
|
Salt
Lake City, UT
|
95
West, 1100 North
|
O
|
Sedalia,
MO
|
1414
West Morgan Street
|
O
|
Spokane,
WA (Hillyard)
|
4327
North Thor Street
|
L
|
Spokane,
WA (Valley)
|
E
16710 Euclid Avenue
|
O
|
St.
Louis, MO
|
201
East Nagel Avenue
|
O
|
Warsaw,
IN
|
2820 E.
Durbin Street
|
O
|
Woods
Cross, UT
|
991 W.
1500
|
O
|
SCHEDULE
1(k)
DESCRIPTION OF SMEP’S
TERMINAL ASSETS
Land and
Land Improvements
Buildings
Furniture
and Fixtures
Machinery
and Equipment
Storage
Tanks – AC and Residual Fuels
Piping,
Electrical, Boilers and related Equipment
EXHIBIT
10.9
TRADEMARK
LICENSE AGREEMENT
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
”.
RECITALS
WHEREAS, SemGroup owns U.S. Trademark
Registration Nos. 3,555,972, 3,291,763 and 3,291,764 and pending U.S. Trademark
Application Serial Nos. 77/692,475 and 77/257,081 for the Licensed Marks (as
defined below);
WHEREAS, Licensor and Licensee are
parties to that certain Amended and Restated Omnibus Agreement dated as of
February 20, 2008 (the “
Omnibus Agreement
”),
pursuant to which, among other things, Licensor granted to Licensee a
non-exclusive license to use the Licensed Marks in accordance with the terms and
conditions of the Omnibus Agreement;
WHEREAS, Licensor, together with
certain of its subsidiaries, are parties to the chapter 11 cases commenced by
such entities on July 22, 2008, jointly administered under Case No. 08-11525
(BLS) and the chapter 11 case commenced by SemGroup Holdings, L.P. (a
wholly-owned subsidiary of Licensor) on October 22, 2008 under Case No. 08-12504
(BLS) (the “
Bankruptcy
Cases
”);
WHEREAS, the Bankruptcy Cases are under
the jurisdiction of the United States Bankruptcy Court for the District of
Delaware (the “
Bankruptcy
Court
”);
WHEREAS, on March 12, 2009, the
Bankruptcy Court approved the terms of a global settlement by and among
Licensor, Licensee and certain other parties (the “
Settlement
”);
and
WHEREAS, pursuant to the Settlement,
Licensor and Licensee have agreed (i) that Licensor will reject the Omnibus
Agreement in the Bankruptcy Cases and (ii) to enter into this Agreement to set
forth the terms and conditions of Licensee’s continued use of the Licensed
Marks.
NOW, THEREFORE, in consideration of the
premises and of the mutual covenants, representations, warranties and agreements
herein contained, and intending to be legally bound hereby, the Parties hereby
agree as follows:
I.
DEFINITIONS
1.1
“
Affiliate
” (and, with
a correlative meaning “
affiliated
”) means,
with respect to any Party, any direct or indirect subsidiary of such Party, and
any other entity that directly, or through one or more intermediaries, controls
or is controlled by or is under common control with such first
Party. As used in this definition, “
control
” (including
with correlative meanings, “
controlled by
” and
“
under common control
with
”) means possession, directly or indirectly, of power to direct or
cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise). For purposes of this Agreement, (i) Licensee, Licensee’s
general partner, and Licensee’s and Licensee’s general partner’s respective
subsidiaries shall not be deemed to be Affiliates of Licensor and (ii) SemGroup,
SemMaterials, and SemGroup’s and SemMaterial’s respective subsidiaries (other
than Licensee, Licensee’s general partner, and Licensee’s and Licensee’s general
partner’s respective subsidiaries) shall not be deemed to be Affiliates of
Licensee.
1.2
“
Licensed Marks
” means
the Marks set forth on
Exhibit A
attached
hereto.
1.3
“
Marks
” means
trademarks, service marks, trade names, corporate names, d/b/a names, fictitious
names, service names, taglines, slogans, industrial designs, brand names, brand
marks, trade dress, Internet domain names, identifying symbols, logos, emblems,
signs or insignia, including all goodwill associated with any of the
foregoing.
1.4
“
Material
” means any
item or material of Licensee or any of Licensee’s Affiliates (excluding
Products) that bears or contains any of the Licensed Marks (including any
marketing or promotional materials, packaging, labeling, supplies, invoices,
letterhead, envelopes, business cards, web sites, web pages and any similar
items or materials).
1.5
“
Product
” means any
product of Licensee or any of Licensee’s Affiliates that bears or contains (or
the packaging, labeling or inserts for which bears or contains) any of the
Licensed Marks.
1.6
“
Service
” means any
service developed, designed, marketed, promoted, used, offered for sale, sold,
provided and/or otherwise exploited by Licensee or any of Licensee’s Affiliates
under any of the Licensed Marks.
1.7
“
Standards of Quality
”
means at least the same standards of quality that are observed immediately prior
to the Effective Date by Licensee and Licensee’s Affiliates with respect to
Products, Services and Materials bearing any of the Licensed Marks or in
connection with which any of the Licensed Marks is used.
II.
LICENSE
GRANT
2.1
License
. Subject
to the terms and conditions of this Agreement, Licensor hereby grants to
Licensee and Licensee’s Affiliates, under Licensor’s rights in and to the
Licensed Marks, a limited, non-exclusive, worldwide, non-transferable,
non-sublicensable, royalty-free, fully paid-up license, during the Term (as
defined in
Section
7.1
below), solely to (a) use the Licensed Marks on or in connection with
any Products, Services and Materials to market, promote, use, offer for sale,
sell, distribute and/or otherwise exploit such Products or Services, and (b) use
“SemGroup” or “SemMaterials” as part of any corporate name being used by
Licensee or any of Licensee’s Affiliates as of the Effective Date for Licensee
or such Affiliate.
The sole
purpose of the foregoing license is to allow Licensee and Licensee’s Affiliates
a reasonable period of time to transition from and phase out use of the Licensed
Marks. Licensee and Licensee’s Affiliates shall use commercially
reasonable efforts to complete such transition and phase out as reasonably
practical and feasible by the end of the Term, except with respect to any
Assigned Mark (as defined in
Section 5.6
below)
that is assigned by Licensor to Licensee in accordance with
Section 5.6
below.
2.2
Compliance by
Affiliates
. Licensee shall cause each of its Affiliates to
comply with the terms and conditions of this Agreement and such Affiliate’s
obligations as set forth in this Agreement, and shall be responsible for any
breach of this Agreement by any of its Affiliates. Licensor shall
cause each of its Affiliates to comply with such Affiliate’s obligations as set
forth in this Agreement, and shall be responsible for any breach of such
obligations by its Affiliates.
III.
QUALITY
CONTROL
3.1
Quality
Standards
. In order to preserve the inherent value of the
Licensed Marks, Licensee and Licensee’s Affiliates shall ensure that the quality
of all Products and Services meets the Standards of Quality. In order
to assure adherence to the Standards of Quality and for the purpose of
protecting and maintaining the goodwill associated with the Licensed Marks and
the reputation of Licensor, Licensor shall have the right to obtain from
Licensee and Licensee’s Affiliates reasonable information as to the quality of
the Products and Services and the manner in which the Licensed Marks are used by
Licensee or any of Licensee’s Affiliates and the samples described in
Section 3.2
below.
3.2
Samples
. For
the purpose of protecting and maintaining the goodwill associated with the
Licensed Marks and verifying that the Products and Services meet the Standards
of Quality, Licensee and Licensee’s Affiliates shall furnish to Licensor, from
time to time as reasonably requested in writing by Licensor, (a) representative
samples of Products and any packaging therefor and Materials related thereto and
(b) representative samples showing other uses of any of the Licensed Marks by
Licensee or any of Licensee’s Affiliates.
3.3
Nonconforming Products and
Services
. If, at any time, any Products or Services fail, in
the reasonable and good faith judgment of Licensor, to conform to the Standards
of Quality, Licensor shall notify Licensee of such failure in
writing. Licensee and Licensee’s Affiliates shall take all necessary
steps to bring such Products or Services into conformity with the Standards of
Quality. If Licensee and Licensee’s Affiliates fail to so bring such
Products or Services into conformity within sixty (60) days (or such longer time
period as may be mutually agreed upon by the Parties in writing) after
Licensee’s receipt of written notice of such nonconformity, then Licensee and
Licensee’s Affiliates shall immediately cease all exploitation of such
nonconforming Products or Services under any of the Licensed Marks until such
nonconformity is cured.
IV.
USE
OF LICENSED TRADEMARKS
4.1
Trademark Usage
Guidelines
. Licensee and Licensee’s Affiliates shall use the
Licensed Marks in compliance with the SemGroup, L.P. Logo Identity Standards and
Usage Guidelines (the current version of which is attached hereto as
Exhibit B
), as may be
modified by Licensor from time to time (the “
Standards and
Guidelines
”). Without limiting the generality of the
foregoing, Licensee and Licensee’s Affiliates shall use correctly the trademark
symbol (
TM
), the
service mark symbol (
SM
) or the
registration symbol (
®
), as
applicable, with every use of the Licensed Marks. Licensee and
Licensee’s Affiliates shall submit all Materials and Products (except press
releases regarding Licensee’s or any of Licensee’s Affiliates’ business and
Licensee’s and Licensee’s Affiliates’ general business documents, in each case,
that include only “SemGroup” or “SemMaterials” as part of a corporate name of
Licensee or any of Licensee’s Affiliates in accordance with
Section 2.1(b)
and no
other use of any Licensed Marks) to Licensor for approval prior to using such
Materials or exploiting such Products, which approval shall not be unreasonably
withheld or delayed. All Materials and Products being exploited by
Licensee or its Affiliates as of the Effective Date are hereby approved for
purposes of this
Section
4.1
. Any appearance or manner of use of any of the Licensed
Marks not provided for by the Standards and Guidelines may only be adopted by
Licensee or any of Licensee’s Affiliates upon Licensor’s prior written consent,
which consent shall not be unreasonably withheld or delayed.
4.2
Changes to Trademark Usage
Guidelines
. In the event Licensor proposes to change the
Standards and Guidelines, Licensor shall notify Licensee of the proposed changes
as soon as reasonably practicable, but in no event less than fifteen (15) days
in advance of implementing such changes. Licensee and Licensee’s
Affiliates shall be allowed a commercially reasonable period of time to
implement any such changes.
4.3
Restrictions
. Licensee
and Licensee’s Affiliates shall not (a) use any of the Licensed Marks in a
manner that causes, or has the likelihood of causing, confusion as to the
ownership of the Licensed Marks, (b) do or cause to be done any act or thing
that damages, disparages, disputes, attacks, challenges, impairs, dilutes or
otherwise harms any of the Licensed Marks or the reputation or goodwill
associated with Licensor or any of Licensor’s Affiliates or any of the Licensed
Marks, (c) use or register in any jurisdiction any Marks confusingly similar to,
or consisting in whole or in part of, any of the Licensed Marks without the
prior written consent of Licensor or (d) register any of the Licensed Marks in
any jurisdiction without the prior written consent of Licensor.
4.4
Infringement or Dilution of
Third Party Marks
. Licensee and Licensee’s Affiliates shall
cease use of any of the Licensed Marks within a commercially reasonable period
of time after receiving written notice from Licensor that, in the reasonable and
good faith opinion of Licensor’s counsel, the use of such Licensed Mark may
result in potential trademark infringement or trademark dilution liability to
any third party on the part of Licensor or Licensee or any of their respective
Affiliates. Licensee and Licensee’s Affiliates shall comply with all
written guidelines that may be adopted from time to time by Licensor for the
purpose of addressing any such potential trademark liability within a
commercially reasonable period of time following Licensee’s receipt of such
written guidelines from Licensor.
4.5
Third Party
Claims
. If Licensee or any of Licensee’s Affiliates is named
as a defendant in any action based on its use of any of the Licensed Marks,
Licensee shall immediately notify Licensor in writing. Licensor shall
have the right, but not the obligation, to intervene in any such action and to
control and direct the defense thereof (including the right to select defense
counsel);
provided
, that, with
respect to any such action and if Licensee and Licensee’s Affiliates have
complied with all of the terms and conditions of this Agreement, (a) if Licensor
chooses to control and direct the defense of such action, Licensee may, at its
sole cost and expense, retain legal counsel of its choosing to monitor such
action, (b) if Licensor chooses not to control and direct the defense of such
action, Licensor shall reimburse Licensee for the reasonable, out-of-pocket
costs of Licensee’s defense of such action to the extent based on any of the
Licensed Marks and (c) Licensor shall indemnify Licensee against all damages
arising from such action to the extent such damages are based on any of the
Licensed Marks.
V.
OWNERSHIP
OF LICENSED TRADEMARKS
5.1
Ownership by
Licensor
. Licensee and Licensee’s Affiliates acknowledge and
agree that, as between the Parties, ownership of the Licensed Marks and the
goodwill relating thereto shall remain vested in Licensor during the Term and
thereafter. Any rights relating to the Licensed Marks not granted to
Licensee and Licensee’s Affiliates in this Agreement are reserved by and for
Licensor. Licensee and Licensee’s Affiliates acknowledge and agree
that any use of the Licensed Marks by Licensee or any of Licensee’s Affiliates
shall exclusively inure to the benefit of Licensor. If Licensee or
any of Licensee’s Affiliates obtains any right or interest in any of the
Licensed Marks (other than as granted or provided under this Agreement or in
accordance with
Section 5.6
below),
Licensee or such Affiliate shall transfer such right or interest to Licensor at
Licensor’s cost immediately upon Licensor’s written request.
5.2
Ownership by
Licensee
. Licensor and Licensor’s Affiliates acknowledge and
agree that, as between the Parties, ownership of the Mark “SGLP” (in word form
or stylized form) and the goodwill relating thereto (the “
SGLP Mark
”) shall
remain vested in Licensee during the Term and thereafter. Licensor
and Licensor’s Affiliates acknowledge and agree that any use of the SGLP Mark by
Licensee or any of Licensee’s Affiliates shall exclusively inure to the benefit
of Licensee. If Licensor or any of Licensor’s Affiliates obtains any
right or interest in the SGLP Mark, Licensor or such Affiliate shall transfer
such right or interest to Licensee at Licensee’s cost immediately upon
Licensee’s written request.
5.3
No
Challenges
.
(a)
By
Licensee
. Licensee covenants and agrees, and shall cause its
Affiliates to covenant and agree, not to challenge, contest or question the
validity of Licensor’s ownership of the Licensed Marks or any registrations or
applications therefor. Licensee shall not, and shall cause its
Affiliates not to, in any manner represent that it has any ownership in any of
the Licensed Marks (or any registrations or applications therefor).
(b)
By
Licensor
. Licensor covenants and agrees, and shall cause its
Affiliates to covenant and agree, not to challenge, contest or question the
validity of Licensee’s ownership of the SGLP Mark or any registrations or
applications therefor. Licensor shall not, and shall cause its
Affiliates not to, in any manner represent that it has any ownership interest in
the SGLP Mark (or any registrations or applications therefor).
5.4
Prosecution of Licensed
Marks
. As between the Parties, Licensor shall control the
prosecution and maintenance of the Licensed Marks. Licensee and
Licensee’s Affiliates agree to reasonably assist Licensor to the extent
necessary in the procurement of any registration, extension or renewal for, or
to protect any of Licensor’s rights to, any of the Licensed Marks, at Licensor’s
expense.
5.5
Policing of Licensed
Marks
. Licensee shall inform Licensor of any use, infringement
(or potential infringement) or imitation of the Licensed Marks that come to the
attention of Licensee or any of Licensee’s Affiliates. As between the
Parties, Licensor shall have the sole right to determine whether or not any
action shall be taken with respect to any such use, infringement or
imitation. Licensee and Licensee’s Affiliates shall reasonably assist
Licensor in connection with any action Licensor determines to take with respect
to any such use, infringement or imitation (including by providing documents and
information as may be necessary or helpful in connection therewith), at
Licensor’s expense.
5.6
Right to Acquire Licensed
Marks
. If, during the Term, Licensor determines that it and
its Affiliates no longer need one or more of the Licensed Marks as their
principal trade names or logos, then Licensor shall provide written notice to
Licensee of such determination and the applicable Licensed Marks (such Licensed
Marks, the “
Assigned
Marks
”). If Licensee desires to acquire such Assigned Mark(s),
Licensee shall provide written notice of such desire to Licensor, and the
Parties agree to negotiate in good faith the terms and conditions of an
agreement for the assignment of such Assigned Mark(s) to Licensee at no cost (or
such other arrangement with respect to such Assigned Mark(s) as may be necessary
or desirable to preserve the value of the Licensed Marks).
VI.
RELEASE
OF CLAIMS
6.1
Licensor,
on its own behalf and on behalf of its Affiliates, successors and assigns and
bankruptcy estate (collectively, the “
Licensor Releasors
”),
hereby releases and forever discharges Licensee, Licensee’s Affiliates and
Licensee’s and Licensee’s Affiliates’ respective members, officers, directors,
employees, successors and assigns (collectively, the “
Licensee Releasees
”)
from any and all claims, whether vested or contingent and whether known or
unknown, in law or in equity, existing prior to or as of the Effective Date that
any Licensor Releasor may have for trademark infringement based upon the use by
Licensee or any of Licensee’s Affiliates of any of the Licensed Marks prior to
the Effective Date.
VII.
TERM
7.1
Term
. This
Agreement shall commence as of the Effective Date and, subject to
Section 7.2
below,
shall continue until December 31, 2009 (the “
Term
”).
7.2
Termination
.
(a)
Termination for Licensee’s
Breach
. If Licensee or any of Licensee’s Affiliates breaches
any material provision of this Agreement and fails to cure such breach within
sixty (60) days after Licensee receives written notice from Licensor specifying
such breach, Licensor may terminate this Agreement upon written notice to
Licensee.
(b)
Termination for Licensee’s
Acquisition of Licensed Marks
. If Licensor assigns any
Licensed Mark(s) to Licensee pursuant to
Section 5.6
above,
this Agreement shall terminate solely with respect to such Licensed Mark(s) or
shall terminate in its entirety if all of the Licensed Marks are so assigned,
effective as of the effective date of such assignment(s).
7.3
Effect of Expiration or
Termination
. Upon the expiration or any termination of this
Agreement, (a) all rights granted to Licensee and Licensee’s Affiliates shall
revert to Licensor, (b) Licensee and Licensee’s Affiliates shall refrain from
further use of or reference (whether direct or indirect) to any of the Licensed
Marks, except with the consent of Licensor in writing and in compliance with any
written instructions provided by Licensor with respect to such further use or
reference, (c) Licensee and Licensee’s Affiliates shall have a period of ninety
(90) days within which to sell or otherwise dispose of any Products existing as
of the effective date of such expiration or termination of this Agreement,
subject to all of the terms and conditions of this Agreement, and (d)
Section 4.3
,
Section 5.1
,
Section 5.2
,
Section 5.3
,
Article VI
,
Section 7.3
,
Article VIII
,
Article IX
,
Article X
and
Article XI
will
survive such termination or expiration. Notwithstanding the foregoing
in this
Section
7.3
, subclauses (a), (b) and (c) of this
Section 7.3
shall not
apply to any termination of this Agreement pursuant to
Section 7.2(b)
above.
VIII.
WARRANTY
DISCLAIMER
THE PARTIES ACKNOWLEDGE AND AGREE THAT
(a) THE LICENSED MARKS ARE LICENSED “AS-IS” AND “WHERE-IS” AND (b) SUBJECT TO
LICENSOR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE PROVISO IN THE LAST
SENTENCE IN
SECTION
4.5
ABOVE, LICENSEE AND LICENSEE’S AFFILIATES ASSUME ALL RISKS AND
LIABILITY ARISING FROM OR RELATING TO THEIR USE OF AND RELIANCE UPON THE
LICENSED MARKS, AND LICENSOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT
THERETO. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES REGARDING THE LICENSED MARKS, WHETHER EXPRESS OR IMPLIED, INCLUDING
ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE,
NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
IX.
LIMITATION
OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY CONTAINED IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL LICENSOR,
LICENSEE OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (a) CONSEQUENTIAL,
INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (
PROVIDED
THAT ANY
LOSSES, DAMAGES OR LIABILITIES OF LICENSOR OR ANY OF LICENSOR’S AFFILIATES
ARISING OUT OF, BASED UPON OR RESULTING FROM THE DEGRADATION OF ANY OF THE
LICENSED MARKS, TO THE EXTENT SUCH DEGRADATION IS CAUSED BY ANY ACTS OF, OR
FAILURE TO ACT BY, LICENSEE OR ANY OF LICENSEE'S AFFILIATES, SHALL BE CONSIDERED
DIRECT DAMAGES) OR (b) LOST PROFITS OR LOST BUSINESS, IN THE CASE OF EACH OF (a)
AND (b), EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR
ESSENTIAL PURPOSE AND EVEN IF LICENSOR OR LICENSEE OR ANY OF THEIR RESPECTIVE
AFFILIATES IS ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH
DAMAGES.
X.
INDEMNIFICATION
10.1
Indemnification by
Licensee
. Subject to Licensor’s indemnification obligations
set forth in the proviso in the last sentence of
Section 4.5
above,
Licensee agrees to indemnify and hold harmless Licensor and Licensor’s
Affiliates and their respective owners, members, directors, officers, employees,
agents, representatives, successors and assigns and bankruptcy estate
(collectively, the “
Licensor Indemnified
Parties
”) from and against any and all damages, losses, liabilities,
claims, suits or other expenses (including reasonable attorneys’ fees)
whatsoever arising out of or resulting from any use of the Licensed Marks or any
marketing, promotion, use, offer for sale, sale, distribution or other
exploitation of any Products, Services or Materials by or for Licensee or any of
Licensee’s Affiliates.
10.2
Indemnification
Procedure
. Licensor shall give reasonably prompt written
notice to Licensee of any claim for which any of the Licensor Indemnified
Parties seeks indemnification under
Section 10.1
above. Failure to give such reasonably prompt written notice shall
not limit or otherwise affect the rights of the Licensor Indemnified Parties
under
Section
10.1
above, except and solely to the extent that Licensee can demonstrate
actual material loss and prejudice as a result of such failure. The
relevant Licensor Indemnified Party shall have the right to be represented by
counsel of its choice and, in its sole discretion, to take over and control the
defense, negotiation, settlement or other resolution of such
claim. If such Licensor Indemnified Party takes over and controls the
defense of any such claim, then Licensee shall reimburse such Licensor
Indemnified Party for the expenses of defending such claim upon submission of
periodic bills to Licensee. Each Party agrees to provide reasonable
access to the other Party to documents and information in such Party’s
possession or control as may reasonably be requested in connection with the
defense, negotiation, settlement or other resolution of any such
claim. Notwithstanding anything in this
Section 10.2
to the
contrary, if such Licensor Indemnified Party determines not to take over and
control the defense of any such claim, Licensee shall not settle such claim
without such Licensor Indemnified Party’s prior written consent if any such
settlement (a) requires that any of the Licensor Indemnified Parties make any
payment or bear any other obligations, (b) includes any admission of wrongdoing
or liability on the part of any of the Licensor Indemnified Parties, (c) does
not include a full release of all of the Licensor Indemnified Parties and/or (d)
includes any manner of injunctive or other equitable relief.
XI.
MISCELLANEOUS
11.1
Assignment
. No
Party hereto may assign this Agreement, in whole or in part, except with the
prior written approval of each other Party, which approval shall not be
unreasonably withheld, delayed or conditioned;
provided
,
however
, that a Party
may assign, without the prior written consent of each other Party, this
Agreement or their respective rights and obligations hereunder, in whole or in
part, to an Affiliate or any purchaser of or successor to all or substantially
all of the crude oil assets or business of such Party. This Agreement
will inure to the benefit of the Parties hereto and their respective successors
and permitted assigns.
11.2
Confidentiality
. Licensor
and Licensee acknowledge and agree that any confidential information exchanged
by the Parties or their respective Affiliates under this Agreement shall be
subject to the terms and conditions of the confidentiality agreement between
Licensor and Licensee, dated as of October 14, 2008, and the confidentiality
agreement between Licensor and Licensee, dated as of December 9,
2008.
11.3
Governing
Law
. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE
GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO ANY
CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY
OTHER JURISDICTION).
11.4
Submission to
Jurisdiction
.
(a)
Without
limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all actions related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the Parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 11.10
;
provided
,
however
, that if a
plan of reorganization in the Bankruptcy Cases has become effective, the Parties
agree to and hereby unconditionally and irrevocably submit to the exclusive
jurisdiction of any federal or state court in United States District Court for
the Southern District of New York sitting in New York County or the Commercial
Division, Civil Branch of the Supreme Court of the State of New York sitting in
New York County and any appellate court from any thereof, for the resolution of
any such claim or dispute.
(b)
The
Parties hereto hereby unconditionally and irrevocably waive, to the fullest
extent permitted by Applicable Law, any objection which they may now or
hereafter have to the laying of venue of any dispute arising out of or relating
to this Agreement or any of the transactions contemplated hereby brought in any
court specified in paragraph (a) above, or any defense of inconvenient
forum for the maintenance of such dispute. Each of the Parties hereto
agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.
(c)
Each of
the Parties hereto hereby consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of
Section 11.10
;
provided
,
however
, that such
service shall not be effective until the actual receipt thereof by the Party
being served.
11.5
Waiver of Jury
Trial
. THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY
MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY PROCEEDING,
DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR
ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
IN THIS AGREEMENT.
11.6
Injunctive
Relief
. Licensee acknowledges that any breach by Licensee or
any of Licensee’s Affiliates of this Agreement will result in immediate and
irreparable damage to Licensor. Licensee acknowledges and agrees that
there is no adequate remedy at law for such breach, and Licensee acknowledges
and agrees that in the event of any such breach Licensor shall be entitled to
equitable relief by way of temporary and permanent injunctions and such other
further relief as any court with jurisdiction may deem just and
proper.
11.7
Amendment and
Waiver
. No provision of this Agreement may be amended or
modified except by a written instrument signed by both Parties to this
Agreement. No waiver by any Party of any provision of this Agreement
shall be effective unless explicitly set forth in writing and executed by both
Parties. The waiver by any Party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
11.8
Entire
Agreement
. Except as otherwise expressly provided in this
Agreement, this Agreement constitutes the entire agreement of the Parties hereto
with respect to the subject matter of this Agreement and supersedes all prior
agreements (including the Omnibus Agreement) and undertakings, both written and
oral, between or on behalf of the Parties hereto with respect to the subject
matter of this Agreement.
11.9
Severability
. If
any term or provision of this Agreement is invalid, illegal or incapable of
being enforced by Law or public policy, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
legal and economic substance of the Agreement is not affected in any manner
materially adverse to any Party. Upon such determination that any
term or provision is invalid, illegal or incapable of being enforced, the
Parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in an
acceptable manner in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the greatest extent
possible.
11.10
Notices
. All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be given or made (and shall be deemed to have been
duly given or made upon receipt) by delivery in person, by overnight courier
service, by facsimile or electronic transmission with receipt confirmed
(followed by delivery of an original via overnight courier service) or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective Parties at the following addresses (or at such other address for a
Party as shall be specified in a notice given in accordance with this
Section
11.10
):
If to
Licensor:
SemGroup,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention:
Chief Financial Officer
SemMaterials,
L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136
Phone: (918)
524-8100
Fax: (918)
524-8290
Attention: Chief Financial
Officer
With a
copy to:
Weil,
Gotshal & Manges LLP
200
Crescent Court, Suite 300
Dallas,
Texas 75201
Phone: 214-746-7700
Fax: 214-746-7777
Attention: Michael
A. Saslaw, Esq.
If to
Licensee:
SemGroup
Energy Partners, L.P.
Two
Warren Place
6120 S.
Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136
Phone:
(918) 524-5500
Fax: (918)
524-5805
Attention:
Chief Financial Officer
With a
copy to:
Baker
Botts L.L.P.
2001 Ross
Avenue, Suite 700
Dallas,
Texas 75201
Phone: (214)
953-6500
Fax: (214)
953-6503
Attention:
Doug Rayburn, Esq.
11.11
Independent
Contractor
. Each Party hereto is acting as, and shall be
considered, an independent contractor, and no relationship of partnership, joint
venture, employment, franchise, agency or similar arrangement is being created
pursuant to or by virtue of this Agreement. In no event shall either
Party have any authority to negotiate or enter into any contract or commitment
for or on behalf of, or in the name of, the other Party. Neither
Party shall represent itself as having any such authority, express or implied,
from the other Party.
11.12
No Third Party
Beneficiaries
. Except as expressly provided in this Agreement,
this Agreement is for the sole benefit of the Parties to this Agreement and
their successors and permitted assigns.
11.13
Headings
. The
headings included in this Agreement are for convenience of reference only and
shall not affect or be utilized in construing or interpreting this
Agreement.
11.14
Counterparts
. This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered (including by facsimile or electronic mail transmission),
will be deemed an original, but all of which together will constitute one and
the same instrument.
11.15
Interpretation
. The
words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section and Exhibit references are to this Agreement unless otherwise
specified. The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such
terms.
[The
remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized officers on the date first written above to be
effective as of the Effective Date.
SEMGROUP,
L.P.
By: SemGroup
G.P., L.L.C.
Its General Partner
By:
/s/ Terrence
Ronan
Name:
Terrence Ronan
Title: President
& CEO
SEMMATERIALS,
L.P.
By: SemOperating
G.P., L.L.C.
Its General Partner
By:
/s/ Terrence
Ronan
Name:
Terrence Ronan
Title: President
& CEO
SEMGROUP
ENERGY PARTNERS, L.P.
By: SemGroup
Energy Partners G.P., L.L.C.
Its
General Partner
By:
/s/ Alex G.
Stallings
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
EXHIBIT
A
Licensed
Marks
Mark
|
Registration
Number/ Application Number
|
Jurisdiction
|
SEMGROUP
|
Reg.
No. 3,555,972
|
U.S.
|
SSS
SEMGROUP & Design
|
App.
Serial No. 77/692,475
App.
Serial No. 77/257,081
|
U.S.
U.S.
|
SEMMATERIALS
|
Reg.
No. 3,291,764
|
U.S.
|
SSS
SEMMATERIALS & Design
|
Reg.
No. 3,291,763
|
U.S.
|
EXHIBIT
B
Standards and
Guidelines
Attached
Exhibit 10.10
OFFICE
LEASE
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
”).
RECITALS
WHEREAS, Landlord owns the real
property described on the
Exhibit A
attached
hereto and made a part hereof (the “
Real Property
”), and
Landlord owns the buildings and improvements located on the Real Property,
including without limitation a building comprising office space and garage (the
“
Building
”),
together with all landscaped areas, driveways, surface parking lots, sidewalks,
fencing, exterior lighting and other appurtenances to the Building (the “
Common
Areas
”).
WHEREAS, Landlord desires to lease to
Tenant, and Tenant desires to lease from Landlord, all that portion of the
interior of the Building comprising office space (the “
Leased Premises
”),
not including the portion on the first floor to be retained by Landlord as shown
on the
Exhibit
B
attached hereto and made a part hereof (“
Landlord’s Office
Space
”), on the terms and conditions set forth
herein. Landlord and Tenant acknowledge that the garage space in the
Building shall be used and occupied exclusively by Landlord and Tenant shall
have no right to use or occupy such garage space. For purposes of
this Lease, the parties agree that the Leased Premises contains 11,856 rentable
square feet, and the Landlord’s Office Space contains 2,900 rentable square
feet, and the Building, inclusive of office space and garage space, contains
28,448 square feet.
1.
TERM.
The term
of this Lease (the “
Term
”) shall begin on
April 1, 2009 (the “
Commencement Date
”),
and shall terminate on March 31, 2014, unless sooner terminated or extended as
provided herein. “
Term
” shall include
any Renewal Term. “
Lease Year
” means a
period of twelve (12) calendar months during the Term, the first of which shall
commence on the Commencement Date and end on the expiration of the twelfth
(12th) full calendar month thereafter. Each successive Lease Year
shall commence on the day following the last day of the prior Lease Year and end
twelve (12) calendar months thereafter.
2.
PERMITTED
USE
.
The
Leased Premises shall be used by Tenant solely for general office purposes, in
compliance with all Legal Requirements (as defined in the next sentence) and the
terms and provisions of this Lease, and for no other purposes (the “
Permitted
Use
”). For purposes hereof, the term “
Legal Requirements
”
shall mean all laws, rules, orders, ordinances, regulations, statutes,
requirements and codes of all governmental authorities, and all rules,
regulations and government orders with respect thereto, and of any applicable
fire rating bureau, or other body exercising similar functions, governing the
use and occupation of the Leased Premises, the Building or Common Areas or the
maintenance, use or occupation thereof; provided, however, Tenant shall not be
obligated to cause the Leased Premises to comply with Legal Requirements except
and only to the extent expressly provided herein. In addition to the
Permitted Use of the Leased Premises, Tenant is also granted the nonexclusive
right to use the Common Areas together with Landlord, and their respective
guests and invitees, and for Tenant’s employees, guests and invitees to park
vehicles within the surface parking lot on the Real Property.
3.
RENT
.
A.
Base
Rent
. Tenant shall pay to Landlord, as Base Rent, the amount
set forth on the
Exhibit C
attached
hereto and made a part hereof (the “
Base
Rent
”). Base Rent shall be paid monthly by Tenant to Landlord
in advance on the first day of each month of the Term, commencing on the
Commencement Date. At the commencement of each Lease Year, the Base
Rent shall be adjusted for increases in CPI (as defined below) over the
immediately preceding Lease Year, provided, that if there shall be no increase,
or there shall be a decrease, in the CPI, then the Base Rent for the immediately
preceding Lease Year shall be the Base Rent for such new Lease
Year. “
CPI
” means the United
States Consumer’s Price Index for All Urban Consumers-Oklahoma City Area
(1982-84=100), as published by the United States Bureau of Labor Statistics
bi-monthly, or if such publication should be discontinued, “CPI” shall then
refer to such comparable statistics or changes in the cost of living for urban
consumers as the same may be computed and published (on the most frequent basis
available) by an agency of the United States or by a reasonable periodical of
recognized authority
B.
Additional
Rent
. “
Additional Rent
”
shall mean all sums and amounts other than Base Rent payable by Tenant to
Landlord from time to time under this Lease, including without limitation Taxes
(as hereinafter defined), and any costs incurred by Landlord in order to cure
any Default by Tenant under this Lease. Tenant shall pay Additional
Rent at the times and in the manner set forth in this Lease. The term
“
Rent
”, as used
in this Lease, shall mean, collectively, Base Rent and Additional
Rent.
C.
Proration of
Rent
. Landlord and Tenant understand and agree that if the
Commencement Date or last day of the Term occurs on a date that is other than
the first or last day (as applicable) of a month, the Rent for that month shall
be prorated on a per diem basis.
D.
Payment of
Rent
. All Rent due and payable by Tenant under this Lease
shall be paid to Landlord at Two Warren Place, 6120 South Yale Avenue, Suite
500, Tulsa, Oklahoma 74136-4216, or to such other address as Landlord may from
time to time designate in writing. Except as expressly provided
herein, all Base Rent shall be paid by Tenant without notice or demand, and
without any set-off, counterclaim, abatement or deduction whatsoever, in lawful
money of the United States by bank check or wire transfer of immediately
available funds.
4.
TAXES
.
Landlord
shall pay as billed all Taxes. Landlord shall invoice Tenant for
Tenant’s share of the Taxes so paid and Tenant shall pay Landlord within fifteen
(15) days of receipt of such invoice. In the event Landlord elects to
pay Taxes in installments, Landlord shall invoice Tenant only the amount paid
for each installment, as such installments are paid. Tenant’s share
of Taxes shall be calculated based on the square footage of the Leased Premises,
divided by the total square footage of the Building (inclusive of office space
and garage space), and, as of the date hereof, shall mean
41.68%. “
Taxes
” shall mean all
real estate taxes, assessments, business improvement district charges, fees and
assessments, sewer and water rents or assessments (but not utility charges),
rates and other governmental levies, impositions or charges, whether general,
special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed,
levied or imposed upon all or any part of the Real Property, (ii) all personal
property taxes, assessments, rates and charges and other governmental levies,
impositions or charges, whether general, special ordinary, extraordinary,
foreseen or unforeseen, which may be assessed, levied or imposed upon all or any
part of any personal property owned or held by Landlord and used solely in
operation and ownership of the Real Property, including, without limitation, any
fixtures, machinery, equipment, apparatus, plant, transformers, duct work,
cable, wires, and other facilities, equipment and systems designed to supply
heat, ventilation, air conditioning, humidity or any other services or
utilities, or comprising or serving as any component or portion of the
electrical, gas, steam, plumbing, sprinkler, communications, alarm, security or
fire/life/safety systems or equipment, and any other mechanical, electrical,
electronic, computer or other systems or equipment for the Real Property, all to
the extent that the same do not constitute part of the Real Property (the “
Personal Property
”),
and (iii) all expenses (including reasonable attorneys’ fees and reasonable
disbursements and experts’ and other witnesses’ fees) incurred in contesting the
assessed valuation of all or any part of the Real Property by Landlord, to the
extent Tenant consents to such contest in advance. Notwithstanding
anything to the contrary contained in this Lease, Taxes shall not include (x)
interest or penalties incurred by Landlord as a result of Landlord’s late
payment of Taxes, except for interest payable in connection with the installment
payment of assessments pursuant to the next sentence or (y) franchise, transfer,
capital stock, inheritance, succession, gift, estate or other taxes to the
extent applicable to general or net income of Landlord. For purposes
hereof, “
Taxes
”
for any Lease Year shall be deemed to be the amount of Taxes assessed for such
Lease Year. If at any time the methods of taxation prevailing on the
date hereof shall be altered so that in lieu of the whole or any part of Taxes,
there shall be assessed, levied or imposed (1) a tax, assessment, levy,
imposition or charge based on the income or rents received from the Real
Property whether or not wholly or partially as a capital levy or otherwise, (2)
a Lease fee measured by the rents, or (3) any other tax, assessment, levy,
imposition, charge or Lease fee however described or imposed, then all such
taxes, assessments, levies, impositions, charges or Lease fees or the part
thereof so measured or based, to the extent and only to the extent assessed in
lieu of Taxes, shall be deemed to be Taxes.
5.
UTILITIES
.
Tenant
shall pay as billed, prior to delinquency or default, all utilities consumed on
the Real Property including, without limitation, electricity, gas, oil, steam,
water, air conditioning and other fuel and utilities (collectively, the “
Utilities
”). Tenant
shall invoice Landlord for Landlord’s share of the Utilities so paid and
Landlord shall pay Tenant within fifteen (15) days of receipt of such
invoice. Landlord acknowledges that all deposits with all Utility
providers, existing or hereinafter made, are the property of
Tenant. Landlord’s share of the Utilities payments shall be that
portion of the square footage of the Landlord’s Office Space and the square
footage of the garage space within the Building occupied by Landlord, divided by
the total square footage of the Building.
6.
CONDITION OF LEASED
PREMISES
.
Tenant
has examined the Leased Premises. Subject to Landlord’s obligations
under
Section
7
, Tenant hereby accepts the condition of the Leased Premises in its
AS-IS, WHERE-IS CONDITION, WITH ALL FAULTS. Landlord has not agreed
to pay for or make any tenant or leasehold improvements as consideration for
Tenant’s execution and delivery of this Lease. Except as expressly
set forth in this Lease, Landlord and Landlord’s agents have made no warranties,
representations, statements or promises with respect to (a) the rentable or
usable square footage of the Leased Premises or the Building, or (b) the
suitability of the Leased Premises for any particular use or
purpose. No rights, easements or licenses are acquired by Tenant
under this Lease except as expressly set forth herein or to the extent such
rights, easements or licenses have been or will be acquired by Landlord through
ownership of the Leased Premises and relate to the use of the Leased Premises,
in which event Tenant shall be entitled to the nonexclusive exercise of the
Landlord’s rights thereunder in its possession and use of the Leased
Premises. Notwithstanding any of the foregoing, in the event the
Leased Premises or any portion thereof, as of the date hereof, do not comply in
all material respects with Legal Requirements, and/or the current zoning for the
Leased Premises does not permit the use of the Leased Premises for general
office use, and Tenant deems it necessary to obtain another location for its
operations, then Tenant may terminate this Lease by delivery of written notice
to Landlord without liability therefor. Upon such termination, this
Lease shall terminate and neither Landlord nor Tenant shall have any further
liability to each other hereunder, except for such obligations that are
expressly stated to survive the termination hereof.
The
parties acknowledge that Tenant requires the Leased Premises and the Landlord’s
Office Space to be separated and sealed off with interior walls or lockable
doors. Such separation shall be performed on or before the earlier to
occur of (i) ninety (90) days from the Commencement Date or (ii) the
reorganization of Tenant. The parties shall cooperate in the
completion of the work, and the parties shall share the cost
thereof. Upon payment by Landlord of the cost of the work, Landlord
shall invoice Tenant for seventy-five percent (75%) of the cost, and Tenant
shall pay its share of the cost within fifteen (15) days after receipt of the
invoice therefor. This obligation of Tenant shall survive the
expiration or earlier termination of this Lease.
7.
MAINTENANCE;
SERVICES
.
A. Tenant
agrees at its sole cost and expense, to keep and maintain the Leased Premises in
a clean and sanitary condition and in good repair, commensurate with the
conditions existing at the time this Lease is executed and thereafter at all
times during the Term hereof, subject to ordinary wear and
tear. Tenant may, at its sole cost and expense, during the Term,
redecorate the Leased Premises as required by Tenant (and as approved by
Landlord in accordance with
Section 10
hereof). Tenant shall hire a janitorial service to clean the office
portions of the Building. Tenant shall invoice Landlord for
Landlord’s share of the janitorial service so paid and Landlord shall pay Tenant
within fifteen (15) days of receipt of such invoice. Landlord’s share
of the janitorial service shall be calculated based on the square footage of the
Landlord’s Office Space, divided by the total square footage of the office space
within the Building, and, as of the date hereof, shall mean 19.7%.
B. Tenant agrees to make
available to the Landlord the use of the large conference room on the first
floor of the Leased Premises when not in use by the Tenant, upon reasonable
advance notice by Landlord, which use shall be at no cost to
Landlord.
C. Landlord shall install a
separate telephone system for its separate use in the
Building. During the period from the Commencement Date until such
separate system is installed, Landlord may utilize Tenant’s telephone system and
during any such period all cost of the telephone service shall be shared between
the parties. Tenant shall invoice Landlord for Landlord’s share of
the telephone service as paid and Landlord shall pay Tenant within fifteen (15)
days of receipt of such invoice. Landlord’s share of the cost of such
telephone service shall be calculated based on the average number of persons
that Landlord has occupying the space occupied by Landlord in the Building,
divided by the average number of all persons occupying the Building during the
same period, plus any applicable long distance charges. After May 1,
2009, if such separate telephone system has not been installed by Landlord,
Landlord will pay its share of the cost of the Tenant’s telephone service plus
fifteen percent (15%), until installed.
D. Landlord
shall maintain, at Landlord’s cost and expense, in good repair the Real Property
and the Building and all systems of the Building, including without limitation
the roof, structure, load bearing and fire walls, foundation, water system, gas
system, sewer system, and electrical wiring, together with the heating and air
conditioning facilities and all controls, including the cutting and mowing of
grass and weeds, commensurate with the conditions existing at the time this
Lease is executed, normal wear and tear excepted, and thereafter at all times
during the Term hereof. In the event that Tenant becomes aware of a
structural problem on the Leased Premises, Tenant will notify Landlord of such
problem. Landlord agrees to replace all broken or cracked glass, in
the windows and doors of the Leased Premises, with glass of the same size and
quality as that broken or cracked, and will replace all damaged plumbing
fixtures with others of equal quality. Landlord shall invoice Tenant
for Tenant’s share of the cost to mow grass and cut weeds as paid and Tenant
shall pay Landlord within fifteen (15) days of receipt of such
invoice. Tenant’s share of the cost of the service shall be
calculated based on the square footage of the Leased Premises, divided by the
total square footage of the Building, and, as of the date hereof, shall mean
41.68%. If any such maintenance or repair, or any such services, are
required due to the act, omission or negligence or willful misconduct of any
member of the Tenant Group (as defined in
Section 11
hereof),
Tenant shall pay Landlord for the cost of such maintenance or repair within
fifteen (15) days after receipt from Landlord of an invoice
therefor.
E. Landlord’s covenants
under
Section 5
hereof shall only impose on Landlord the obligation to use reasonable efforts to
cause the applicable utility providers to furnish the
Utilities. Landlord has made no representation, warranty or covenant
of any kind regarding the availability (or future availability) of any Utilities
and services, and interruption of any Utilities or services shall not give rise
to any right or remedy in favor of Tenant under this Lease, including, without
limitation, a claim for abatement or reduction of the Rent or damages, nor shall
Tenant be relieved of its obligations under this
Lease. Notwithstanding the foregoing, if an interruption of the
Utilities occurs and such condition prohibits Tenant from using all or a portion
of the Leased Premises for the purpose of office space and such condition exists
for fifteen (15) consecutive days after Tenant provides written notice of the
condition to Landlord, then the Rent shall abate as to that portion of the
Leased Premises that is rendered untenable for the purpose of office space, as
reasonably determined by Landlord. The abatement shall commence upon
the expiration of the fifteen (15) day period and continue for so long as the
condition exists; provided, however, if the condition continues for two (2)
consecutive months, Tenant shall have the right to terminate this Lease upon
written notice to Landlord (which notice may only be given after the expiration
of the two (2) month period), effective on the date of such
notice. Upon such termination, this Lease shall terminate and neither
Landlord nor Tenant shall have any further liability to each other hereunder,
except for such obligations that are expressly stated to survive the termination
hereof.
8.
SURRENDER
OF LEASED PREMISES; RESTORATION
.
Tenant
agrees that, upon termination of the Term of this Lease, whether by expiration
or otherwise, Tenant will peaceably quit and surrender the Leased Premises to
Landlord, and will, at its sole cost and expense, remove all Tenant’s personal
property, fixtures, structures and improvements, and will restore the Leased
Premises to substantially the same condition the Leased Premises were in on the
date hereof (other than any improvements, installations and modifications made
by Landlord), subject to ordinary wear and tear. Any and all property
which may be removed from the Leased Premises by Landlord pursuant to the
authority of this Lease or of law, to which Tenant is or may be entitled, may be
handled, removed and stored, as the case may be, by or at the direction of
Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event
be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord’s possession or under Landlord’s
control. Any such property of Tenant not retaken by Tenant from
storage within thirty (30) days after removal from the Leased Premises shall, at
Landlord’s option, be deemed conveyed by Tenant to Landlord under this Lease as
by a bill of sale without further payment or credit by Landlord to
Tenant. This
Section 8
shall
survive the expiration or earlier termination of the Lease.
9.
COMPLIANCE WITH LAWS;
WASTE
.
A. Tenant
covenants and agrees that it will not commit waste, loss or damage to the Leased
Premises.
B. Tenant acknowledges that
Landlord may incur costs as a result of the enactment of new Legal Requirements
relating to the Leased Premises, and/or changes in Legal Requirements relating
to the Leased Premises. Tenant agrees that any such costs incurred by
Landlord for complying with such new or changed Legal Requirements which are due
to Tenant’s use and/or occupancy of the Leased Premises shall be an expense
recoverable by Landlord from Tenant. Landlord shall notify Tenant in
advance of the estimated cost of any such compliance, and Tenant shall have the
right to terminate this Lease if Tenant determines that the cost thereof exceeds
the benefit to Tenant, by delivery of written notice to Landlord on or prior to
the date thirty (30) days after Tenant receives such notice from Landlord (and
failure to deliver any such notice by the expiration of such thirty (30) day
period shall be deemed Tenant’s waiver of such right of
termination. Upon such termination, this Lease shall terminate and
neither Landlord nor Tenant shall have any further liability to each other
hereunder, except for such obligations that are expressly stated to survive the
termination hereof. To the extent any such expense paid by Tenant is
subsequently recovered by or reimbursed to Landlord through insurance or
recovery from responsible third parties or other action, Tenant shall be
entitled to such recovery or reimbursement. If a portion of such
expense is paid by Landlord, then Landlord shall be entitled to deduct from such
recovery its proportionate share thereof.
C. Each party shall promptly
provide to the other party with written notice: (i) upon its obtaining knowledge
of any material violation of any Legal Requirements relating to the Leased
Premises, Building, Common Areas or Real Property, and/or (ii) of its receipt of
any notice, correspondence, demand or communication of any nature from any
governmental authority alleging a violation of any Legal Requirements relating
to the Leased Premises, Building, Common Areas or Real Property.
D. Each party shall comply
with all Legal Requirements applicable to the Real Property, Building and Common
Areas and its use and occupation thereof.
E. Tenant shall not cause or
permit any “
Hazardous
Substance
” (defined as any chemical, pollutant, waste, compound or other
substance in such forms, concentrations, quantities or other conditions that are
prohibited, regulated or require assessment, monitoring, removal or remediation
under any law or regulation pertaining to health or the environment) to be used,
installed, stored, treated, generated, released or disposed on or in the Leased
Premises, Building, Common Areas or Real Property. Tenant shall
reimburse Landlord for all costs and expenses incurred by Landlord (whether
incurred before or after termination of this Lease), within fifteen (15) days
after demand, to correct any violation of the preceding sentence, or to remove
or render harmless any Hazardous Substance resulting from such a violation, or
to comply with applicable regulatory requirements, in connection with any such
removal, or to contest such requirements. This
Section 9.E
shall
survive the expiration or earlier termination of the Lease.
F. Landlord shall not cause
or permit any Hazardous Substance to be used, installed, stored, treated,
generated, released or disposed on or in the Common Areas, Building or Real
Property. Landlord shall reimburse Tenant for all costs and expenses
incurred by Tenant (whether incurred before or after termination of this Lease),
within fifteen (15) days after demand, to correct any violation of the preceding
sentence, or to remove or render harmless any Hazardous Substance resulting from
such a violation, or to comply with applicable regulatory requirements, in
connection with any such removal, or to contest such
requirements. This
Section 9.F
shall
survive the expiration or earlier termination of the Lease.
10.
ALTERATIONS
.
Tenant
shall not make any alterations, installations, improvements, additions or other
physical changes (collectively, the “
Alterations
”) in or
about the Leased Premises without Landlord’s prior written consent in each
instance, which consent shall not be unreasonably denied or conditioned by
Landlord. Any Alterations shall be performed: (i) by Tenant, at
Tenant’s sole cost and expense (and Landlord shall have no duty or obligation
with respect thereto), (ii) pursuant to plans and specifications (including, as
applicable, layout, architectural, mechanical, electrical, plumbing, sprinkler
and structural drawings) reasonably approved in writing by Landlord, (iii) in
compliance with all Legal Requirements, and (iv) in a good and workmanlike
manner, free of all liens. Tenant shall, at Tenant’s sole cost and
expense, obtain any and all permits and approvals necessary for the performance
of any Alterations. During the performance of any Alterations, Tenant
shall carry, or shall cause its contractors and subcontractors to carry,
customary builder’s insurance.
11.
INDEMNITY
.
A.
By
Tenant
. To the maximum extent permitted under Legal
Requirements, Tenant agrees to protect, indemnify, defend (with counsel
reasonably acceptable to Landlord) and hold harmless Landlord and its parents,
subsidiaries and affiliates, and their respective officers, directors,
shareholders, employees, representatives, agents, contractors, licensees,
lessees, guests, invitees, successors and assigns (collectively, the “
Indemnified Parties
”)
from and against any and all losses, costs, damages, liabilities, expenses
(including, without limitation, reasonable attorneys’ fees) and/or injuries
(including, without limitation, damage to property and/or bodily injury)
suffered or incurred by any of the Indemnified Parties (regardless of whether
contingent, direct, liquidated or unliquidated, but not including consequential)
(collectively, “
Losses
”), and any and
all claims, demands, suits and causes of action (collectively, “
Claims
”) brought or
raised against any of the Indemnified Parties, arising out of, resulting from,
relating to or connected with: (1) Tenant’s use of the Leased Premises; (2) any
negligent act or omission or willful misconduct of Tenant or its officers,
directors, shareholders, employees, representatives, agents, contractors,
licensees, lessees, guests, invitees (collectively, “
Tenant Group
”) at, on
or about the Real Property or Building, or (3) the failure of any of them to
comply with Legal Requirements, and notwithstanding anything to the contrary in
this Lease, such obligation to indemnify, defend and hold harmless the
Indemnified Parties shall survive any termination of this Lease. This
indemnification shall include, without limitation, claims made under any
workman’s compensation law or under any plan for employee’s disability and death
benefits (including, without limitation, claims and demands that may be asserted
by employees, agents, contractors and subcontractors).
B.
By
Landlord
. To the maximum extent permitted under Legal
Requirements, Landlord agrees to protect, indemnify, defend (with counsel
reasonably acceptable to Tenant) and hold harmless Tenant and its parents,
subsidiaries and affiliates, and their respective officers, directors,
shareholders, employees, representatives, agents, contractors, licensees,
lessees, guests, invitees, successors and assigns (collectively, the “
Tenant Indemnified
Parties
”) from and against any and all Losses incurred by any of the
Tenant Indemnified Parties, and any and all Claims brought or raised against any
of the Tenant Indemnified Parties, arising out of, resulting from, relating to
or connected with: (1) Landlord’s use of the Real Property or Building, (2) any
negligent act or omission or willful misconduct of Landlord or its officers,
directors, shareholders, employees, representatives, agents, contractors,
licensees, lessees, guests, invitees (collectively, “
Landlord Group
”) at,
on or about the Real Property or Building, or (3) the failure of any of them to
comply with Legal Requirements, and notwithstanding anything to the contrary in
this Lease, such obligation to indemnify, defend and hold harmless the Tenant
Indemnified Parties shall survive any termination of this Lease. This
indemnification shall include, without limitation, claims made under any
workman’s compensation law or under any plan for employee’s disability and death
benefits (including, without limitation, claims and demands that may be asserted
by employees, agents, contractors and subcontractors).
C.
Indemnity
Procedure
. If an Indemnified Party or Tenant Indemnified Party
(in each case, the “
Indemnitee
”) receives
notice of any claim, action or proceeding (an “
Action
”) against
Indemnitee with respect to which indemnification is to be sought from the party
with the obligation to indemnify (the “
Indemnitor
”) under
this
Section
11.C
, Indemnitee shall promptly notify Tenant or Landlord, as indemnitor
and as applicable (in such capacity, “
Indemnitor
”) of
the Action in writing. Indemnitee may direct Indemnitor to assume the
defense of the Action and to pay all reasonable costs and expenses incurred as a
result thereof. If Indemnitee shall not have directed Indemnitor to
assume the defense of the Action, Indemnitor shall have the right to
participate at its own expense in the defense of any such Action. If
Indemnitor shall not have employed counsel to have charge of the defense of any
such Action following the notice and direction specified above, or if Indemnitee
shall have reasonably concluded that there may be defenses available to
Indemnitee which are different from or additional to those available to
Indemnitor (in which case Indemnitor shall not have the right to direct the
defense of such Action on behalf of the Indemnitee), the Indemnitee shall have
the right to retain its own counsel and all reasonable resulting legal and other
expenses incurred by Indemnitee shall be borne by Indemnitor, provided, that no
Indemnitee shall settle any claim, action or proceeding without the prior
written consent of Indemnitor, such consent not to be unreasonably withheld or
delayed.
12.
TERMINATION
.
Tenant
may terminate this Lease on not less than one hundred eighty (180) days advance
written notice to Landlord without penalty, which notice shall state the
proposed termination date therein. Upon such termination, this Lease
shall terminate and neither Landlord nor Tenant shall have any further liability
to each other hereunder, except for such obligations that are expressly stated
to survive the termination hereof, provided, however, that Tenant shall cure any
existing Default hereunder prior to such termination being
effective. In the event Landlord terminates this Lease pursuant to
any right granted to Landlord to do so on
Exhibit C
to that
certain Shared Services Agreement of even date herewith, this Lease shall
terminate as provided therein. Upon such termination, this Lease
shall terminate and neither Landlord nor Tenant shall have any further liability
to each other hereunder, except for such obligations that are expressly stated
to survive the termination hereof.
13.
CASUALTY
.
In the
event of any damage to or destruction of the Leased Premises, by fire or other
casualty, which materially and adversely affects Tenant’s use and enjoyment of
the Leased Premises for the purposes specified in this Lease, then either
Landlord or Tenant shall have the right, no later than ninety (90) days after
such party becomes aware of such damage or destruction, to terminate this Lease
upon thirty (30) days’ prior written notice to the other. In the
event of any damage or destruction which is not so extensive, or in the event
that neither Landlord nor Tenant elects to terminate this Lease pursuant to the
preceding sentence, then this Lease shall continue in full force and effect, and
Landlord will, to the extent proceeds of insurance are available therefor,
repair, restore, rebuild and/or replace the Leased Premises and fixtures and
building equipment destroyed in such casualty, substantially to the condition
they were in immediately prior to such damage or destruction. Any
such work shall be done in a good and workmanlike manner and in accordance with
all Legal Requirements and the terms and provisions of this Lease. In
no event shall Landlord be obligated to incur costs which are not covered by
Landlord’s property insurance. In the event Landlord does not
commence such repair, restoration or replacement within a reasonable amount of
time, but in any event within one hundred sixty (160) days of such casualty,
and/or does not pursue the work to completion in a reasonably expeditious
manner, Tenant shall give written notice thereof to Landlord, and if Landlord
does not thereafter commence or resume such work as required hereunder within
five (5) days, Tenant may terminate this Lease by further written notice to
Landlord (such termination to be effective upon Landlord’s receipt of such
further written notice). Upon such termination, this Lease shall
terminate and neither Landlord nor Tenant shall have any further liability to
each other hereunder, except for such obligations that are expressly stated to
survive the termination hereof. From the date of such casualty until
completion of the work (or until Tenant terminates this Lease as permitted
hereunder), the Base Rent shall be proportionately reduced to reflect the
portion of the Leased Premises rendered unusable to Tenant as a result of such
fire or other casualty.
14.
CONDEMNATION
.
If the
Leased Premises, or a substantial part thereof, or a portion thereof or of the
Real Property which prevents use of the Leased Premises for the purposes
specified herein by Tenant, shall be taken or condemned by any competent
authority for any public use or purpose, the Term shall end on the date when the
possession of the part so taken shall be required for such use or
purpose. Upon such termination, this Lease shall terminate and
neither Landlord nor Tenant shall have any further liability to each other
hereunder, except for such obligations that are expressly stated to survive the
termination hereof. Tenant shall have no right to share in the
condemnation award. Then current Rent shall be apportioned as of the
date of such termination. If only a portion of the Leased Premises
shall be so taken so as not to render the remainder untenable for Tenant’s
business purposes, as reasonably determined by Tenant, this Lease shall continue
in full force and effect but all Rent shall abate with respect to the portion so
taken.
15.
INSURANCE
.
A. Landlord shall maintain a
policy of commercial property insurance. Such insurance shall cover
the full replacement cost of the building, fixtures, equipment, Building
standard leasehold improvements, including without limitation foundations of
buildings, structures, machinery or boilers, if the foundations are below the
lowest basement floor, or the surface of the ground, if there is no basement,
walks, patios and other paved surfaces, underground pipes, flues and drains,
retaining walls not part of any building, and including the cost of excavations,
grading backfilling and filling; and will include the perils of flood,
earthquake and windstorm, including landslides, earth sinking, rising or
shifting; and boiler and machinery or equipment breakdown insurance for loss or
damage caused by the explosion of steam boilers or similar
equipment. The cost of the policy of property insurance shall be
shared by the parties. Landlord shall invoice Tenant for Tenant’s
share of the cost of such policy as paid and Tenant shall pay Landlord within
fifteen (15) days of receipt of such invoice. Tenant’s share of the
cost of the policy shall be calculated based on the square footage of the Leased
Premises, divided by the total square footage of the office and garage space
within the Building, and, as of the date hereof, shall mean
41.68%. In the event the premium rate is increased for the garage
portion of the Building, Landlord shall obtain separate billing for the Leased
Premises and the Landlord’s Office Space, in which event Tenant’s share of the
cost of the policy shall be for its share of the office premium only, and shall
be calculated based on that square footage of the Leased Premises, divided by
the total square footage of the office space within the Building.
B. Each party shall maintain
insurance on its personal property located within the Building or otherwise
located on the Real Property.
C. Tenant
shall maintain a policy of business interruption coverage, on a 100% (12-month)
actual loss sustained basis. Landlord shall be named as loss payee as
its interest may appear.
D. Each party shall maintain
commercial general liability insurance, and, if necessary, commercial umbrella
insurance with an aggregate limit of not less than $10,000,000 each occurrence.
Such insurance shall cover premises, all operations by or on behalf of such
party, its contractors and anyone directly or indirectly employed by it or by
anyone for whose acts it may be liable products-completed operations, personal
and advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business
contract). Such insurance shall be written on a claims made or
occurrence basis against claims for liability arising from bodily injury,
property damage, premises, operations, and other coverages and in such amounts
as customarily maintained in the industry by prudent operators.
E. Concurrently with the
execution of this Lease and upon renewal of coverage, each party shall provide
the other with Certificates of Insurance, executed by a duly authorized
representative of each insurer, showing compliance with the requirements set
forth above. Each Certificate of Insurance shall provide that the
insurance company will give the certificate holder thirty (30) days prior
written notice of the cancellation of any such insurance
policy. Failure of either party to demand such certificate or other
evidence of full compliance with these insurance requirements or failure of
either party to identify a deficiency from evidence that is
provided shall not be construed as a waiver of either party’s
obligation to maintain such insurance. The insurance required to be
provided pursuant to this
Section 15
may be
provided under so called blanket policies of insurance so long as (i) the
coverage afforded to the other party to this Lease shall not be reduced or
diminished by reason of the use of such blanket policy and (ii) all of the
requirements set forth in this
Section 15
with
respect to such insurance are otherwise satisfied. All required
insurance shall be maintained with responsible, solvent and reputable insurance
companies with an A.M. Best rating of A-9 or better and qualified to do business
in the State of Oklahoma.
F.
ANYTHING IN THIS LEASE TO THE
CONTRARY NOTWITHSTANDING, LANDLORD AND TENANT HEREBY WAIVE ANY AND ALL RIGHTS OF
RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST THE OTHER, ITS AGENTS,
EMPLOYEES, OFFICERS, PARTNERS, SERVANTS OR SHAREHOLDERS FOR ANY LOSS OR DAMAGE
THAT MAY OCCUR TO THE LEASED PREMISES OR THE REAL PROPERTY, OR ANY
IMPROVEMENTS THERETO, OR ANY PERSONAL PROPERTY OF SUCH PARTY
THEREIN, BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE WHICH IS
OR COULD BE INSURED AGAINST UNDER THE TERMS OF THE FIRE AND EXTENDED COVERAGE
INSURANCE POLICIES REQUIRED TO BE OBTAINED PURSUANT TO THIS LEASE, REGARDLESS OF
CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF THE OTHER PARTY HERETO, ITS AGENTS,
EMPLOYEES, OFFICERS, PARTNERS, SERVANTS OR SHAREHOLDERS, AND EACH PARTY
COVENANTS THAT NO INSURER SHALL HOLD ANY RIGHT OF SUBROGATION AGAINST SUCH OTHER
PARTY.
16.
SIGNAGE
.
Landlord
and Tenant shall share all existing sign monuments, poles and other sign
supports at the present locations of all such signs on the Real Property and
Building. Tenant shall not install any signage on the monuments,
poles or other locations without Landlord’s prior written consent as to specific
location, size, and installation methods in each instance, which consent shall
not be unreasonably denied or conditioned by Landlord. Any signage
shall be installed: (i) by Tenant, at Tenant’s sole cost and expense (and
Landlord shall have no duty or obligation with respect thereto), (ii) in
compliance with all Legal Requirements, and (iii) in a good and workmanlike
manner, free of all liens. Tenant shall, at Tenant’s sole cost and
expense, obtain any and all permits and approvals, if any, necessary for the
installation of any signage.
17.
DEFAULT
.
A. In
the event that any of the following shall occur (each, a “
Default
”):
(i) Tenant shall at any time
fail to make any payment of Rent (or any portion thereof) or any other payments
required of Tenant hereunder when required, and such failure continues for a
period of more than five (5) days after receipt of notice, which notice shall
not be required more than twice during any twelve-month period, thereafter, the
failure to make payment of Rent (or any portion thereof) shall be a Default if
such failure continues for more than five (5) days after it is due;
or
(ii) Tenant shall at any
time be in default in any other covenants and conditions of this Lease to be
kept, observed and performed by Tenant, which and such default continues for
more than thirty (30) days after receipt of notice; provided, however, except
for any Default by Tenant of its obligations to maintain insurance under
Section 15
or
restrictions on transfer in
Section 20
, that if
Tenant commences work to cure the default and continues to work reasonably
diligently to complete same, such period shall be continued for so long as
necessary to cure such default, but in no event more than ninety (90) additional
days; or
(iii) this
Lease or Tenant’s interest therein shall be taken by execution, attachment
or other process of law, or if any execution or attachment shall be issued
against Tenant and not vacated within ninety (90) days;
then
Landlord may do any or all of the following:
(a) At
its option, at once, without notice to Tenant or to any other person, terminate
this Lease and at its option, require payment in full of the present value of
the Rent due for the unexpired term of the Lease, which obligation of Tenant
shall survive such termination (and upon such termination, this Lease shall
terminate and neither Landlord nor Tenant shall have any further liability to
each other hereunder, except for such obligations that are expressly stated to
survive the termination hereof);
(b) Enter
into the Leased Premises, and remove Tenant’s property and effects therefrom,
and/or take and hold possession thereof, without such entry and/or possession
terminating this Lease or releasing Tenant in whole or in part from Tenant’s
obligations to pay Rent and perform all its other obligations hereunder for the
full Term, and to relet the Leased Premises or any part or parts thereof, either
in the name of or for the account of Landlord or Tenant, for such rent and for
such term and terms as Landlord may see fit, which term may at Landlord’s option
extend beyond the balance of the Term of this Lease. Except to the
extent required under applicable Legal Requirements, Landlord shall not be
required to accept any tenant offered by Tenant or to observe any instructions
given by the Tenant about such reletting, provided that Landlord shall take
commercially reasonable efforts to mitigate its damages
hereunder. Tenant shall pay Landlord any deficiency between the Rent
hereby reserved and covenanted to be paid and the net amount of the rents
collected on such reletting, for the balance of the Term of this Lease, as well
as reasonable expenses incurred by Landlord in such reletting, including but not
limited to reasonable attorney’s fees, broker fees, the expenses of repairing,
and otherwise preparing the same for re-rental. All such costs, other
than Rent, shall be paid by Tenant upon demand by Landlord. Any
deficiency in Rent shall be paid in monthly installments, upon statements
rendered by Landlord to Tenant. Any suit brought to collect the
amount of the deficiency for any one or more months’ Rent shall not preclude any
subsequent suit or suits to collect the deficiency for any subsequent month’s
Rent; or
(c) Require
that upon any termination of this Lease, whether by lapse of time, the exercise
of any option by Landlord to terminate the same, or in any other manner
whatsoever, or upon any termination of Tenant’s right to possession without
termination of this Lease, the Tenant shall at once surrender possession of the
Leased Premises to the Landlord and immediately vacate the same and remove all
effects therefrom, except such as may not be removed under other provisions of
this Lease. If Tenant fails to do so, Landlord may forthwith re-enter
the Leased Premises, with or without process of law, and repossess itself
thereof as in its former estate and expel and remove Tenant and any other
persons and property therefrom, using such force as may be necessary without
being deemed guilty of trespass, eviction or forcible entry, without thereby
waiving Landlord’s rights to Rent or any other rights given Landlord under this
Lease or at law or in equity; and Tenant will pay Landlord, upon demand, the
reasonable expenses incurred in such removal and also storage of said effects
for any length of time during which the same shall be in Landlord’s possession
or in storage, or Landlord may at its option, without, notice sell any or all of
said effects in such manner and for such price as the Landlord may deem best and
apply the proceeds of such sale upon any amounts due under this Lease from the
Tenant to Landlord, including the expenses of removal and sale (which
obligations of Tenant shall survive such termination of this
Lease).
B. No
receipt of monies by the Landlord from or for the account of Tenant or from
anyone in possession or occupancy of the Leased Premises after termination in
any way of this Lease or after the giving of any notice, shall reinstate,
constitute or extend the term of this Lease or affect any notice given to the
Tenant prior to the receipt of such money, it being agreed that after the
service of notice of the commencement of a suit, Landlord may receive and
collect any Rent or other amounts due Landlord and such payment not waive or
affect said notice or said suit.
C. Any
and all rights and remedies which Landlord may have under this Lease, at law or
in equity, shall be cumulative and shall not be deemed inconsistent with each
other, and any two or more or all of said rights and remedies may be exercised
at the same time or at different times and from time to time.
D. If
Landlord is required to incur expense, either legal, incidental, or
consequential, because of a Default by Tenant, the Tenant shall promptly
reimburse Landlord for such expense upon being given a written itemization and
explanation thereof. The provisions of this
Section 17.D
shall
survive the termination of this Lease.
E. The
failure of either party to enforce its rights under this Lease on one or
numerous occasions shall not affect such party’s ability to enforce that right
on any subsequent occasion or occasions.
F. In
the event that a Default shall occur and Landlord elects to terminate this
Lease, or upon expiration of this Lease, Tenant shall not be relieved of its
duties or obligations under this Lease so long as Tenant remains in possession
of the Leased Premises.
G. In
the event Landlord shall fail to make any payment required of Landlord hereunder
when due, and such failure continues for a period of more than five (5) days
after receipt of notice, or Landlord shall refuse or fail to perform any of its
obligations under this lease for a period of thirty (30) days or more after
written notice by Tenant (provided, however, except for any default by Landlord
of its obligations to maintain insurance under
Section 15
, that if
Landlord commences work to cure the default and continues to work reasonably
diligently to complete same, such period shall be continued for so long as
necessary to cure such default, but in no event more than ninety (90) additional
days), Tenant shall be entitled, at Tenant’s election: to (i) terminate this
Lease, and bring an action against Landlord for any out-of-pocket cost incurred
as a result of such breach, or (ii) maintain this Lease in full force and effect
and cure such failure on behalf of Landlord, and Landlord shall promptly
reimburse Tenant for such expense upon being given a written itemization and
explanation thereof. In addition, Tenant shall be entitled to offset
against any Rent due hereunder the amount of all sums due and payable to Tenant
hereunder and under that certain Shared Services Agreement of even date
herewith. Landlord’s obligations hereunder shall survive such
termination (and upon such termination, this Lease shall terminate and neither
Landlord nor Tenant shall have any further liability to each other hereunder,
except for such obligations that are expressly stated to survive the termination
hereof).
H. In
the event of a threatened breach by either party of any material obligation
under this Lease, the other party shall (without limiting any of such party’s
other rights or remedies hereunder, at law or in equity) have the right to
enjoin any such threatened breach by injunction.
18.
LIMITATION
ON LIABILITY
.
It is
expressly understood and agreed by Tenant that none of Landlord’s covenants,
undertakings or agreements contained in this Lease are made or intended as
personal covenants, undertakings or agreements by any entity which is affiliated
with Landlord, its parent or subsidiaries. No entity which is
affiliated with Landlord (nor any of their respective parents or subsidiaries,
nor any of their respective shareholders, venturers, officers, directors or
employees) shall be personally liable for any such sums, damages, awards or
judgments. It is expressly understood and agreed by Landlord that
none of Tenant’s covenants, undertakings or agreements contained in this Lease
are made or intended as personal covenants, undertakings or agreements by any
entity which is affiliated with Tenant, its parent or
subsidiaries. No entity which is affiliated with Tenant (nor any of
their respective parents or subsidiaries, nor any of their respective
shareholders, venturers, officers, directors or employees) shall be personally
liable for any such sums, damages, awards or judgments. Landlord’s
liability hereunder shall be limited to Landlord’s interest in the Real
Property, Building and Common Area.
19.
COVENANTS
AGAINST LIENS
.
Tenant
hereby covenants and agrees that it will not cause or permit any lien
(including, without limitation, the filing of any mechanic’s lien) to be filed
or asserted against the Leased Premises as a result of any act or omission of
Tenant or any member of the Tenant Group. In the event any such lien
or notice of lien is filed, Tenant shall, within twenty (20) days of receipt of
notice from Landlord of the filing of the lien, contest such lien as permitted
by law if such contest is sufficient alone to prevent the lien from maturing, or
contest said lien as permitted by law and bond or insure over said lien, or
fully discharge the lien by settling the claim which resulted in the lien or by
bonding or insuring over the lien in the manner prescribed by applicable
law. If Tenant fails to so contest and/or discharge the lien, then,
in addition to any other right or remedy of Landlord, Landlord may bond or
insure over the lien or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord to bond or insure over the
lien or discharge the lien, including without limitation reasonable attorney’s
fees, within fifteen (15) days of receipt of invoice therefor. Any
rights and obligations created under or by this
Section 19
shall
survive termination or expiration of this Lease.
20.
ASSIGNMENT
AND SUBLETTING
.
Tenant
shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease
(or any interest of Tenant herein) and shall not sublet (or underlet), or permit
or suffer the Leased Premises or any part thereof to be used or occupied by
others, other than to any reorganized debtor entity of Tenant, without
Landlord’s prior written consent in each instance, which consent may be withheld
in Landlord’s sole discretion, except as to any proposed transfer to an
affiliate of Tenant, in which event Landlord’s consent shall not be unreasonably
withheld. Tenant shall specify the identity of any proposed assignee
or subtenant to Landlord in any written notice and request for
consent. Tenant shall provide notice of any transfer permitted
hereunder to Landlord in advance. Any assignment, sublease, mortgage,
pledge, encumbrance or transfer by Tenant in contravention of the provisions of
this
Section 20
shall be void.
21.
QUIET
ENJOYMENT
.
Landlord
represents that Landlord has good and indefeasible title to the Leased
Premises. Tenant shall, and may peacefully have, hold and enjoy the
Leased Premises, upon the terms and conditions set forth herein.
22.
LANDLORD’S
RIGHTS
.
Landlord
shall have the right to enter upon the Leased Premises during business hours
after notice to Tenant to show the same to prospective mortgagees and/or
purchasers, and to place “For Sale” signs thereon. Commencing six (6)
months prior to the expiration of the Term, Landlord shall have the right to
enter upon the Leased Premises during business hours after notice to Tenant to
show the same to prospective tenants, and to place “For Rent” signs
thereon. Landlord shall cooperate with Tenant in such activities in
order to minimize inconvenience to Tenant.
23.
RIGHT OF
ENTRY
.
Tenant
agrees that Landlord and Landlord’s agents, representatives, employees,
contractors, licensees, invitees, tenants, successors and assigns (collectively,
“
Landlord
Parties
”), shall have the right to enter the Leased Premises after
reasonable advance written notice (except in an emergency) to Tenant, if
necessary to alter, modify, augment, supplement, improve, upgrade, repair,
replace, install, construct and maintain Landlord’s facilities and the Building
provided that except in emergencies Landlord shall not perform any work on the
Leased Premises during business hours which would unreasonably disturb Tenant’s
use and enjoyment of the Leased Premises and Landlord shall cooperate with
Tenant in scheduling all work at the Leased Premises.
24.
LANDLORD’S RIGHT TO
TRANSFER
.
This
Lease shall not in any manner or to any extent limit or restrict the right of
Landlord to use or dispose of the Leased Premises, Building or Real Property as
Landlord may in its discretion desire, subject to rights of Tenant
hereunder. Landlord shall have the right, without notice to or
consent from Tenant, to assign this Lease to any person or entity who succeeds
(directly, indirectly or by operation of law) to any of Landlord’s right, title
or interest in or to the Leased Premises, provided that such transfer is made
subject to the provisions of this Lease and Tenant’s rights
hereunder. Tenant shall not be obligated to any such transferee for
the payment of Rent or otherwise until written notice of such transfer has been
received by Tenant.
25.
TENANT’S
PROPERTY
.
It is
expressly understood and agreed that all equipment and other personal property
that Tenant may install upon the Leased Premises during the Term shall remain
the property of Tenant and shall be removed by Tenant (as set forth in
Section 8
hereof), at
its sole cost and expense, at the expiration of the Term of this Lease or at any
time prior thereto.
26.
RENEWAL
.
Tenant
has the right to renew the Term for one period of five (5) years (the “
Renewal
Term
”). In the event that Tenant elects to renew, Tenant shall
notify Landlord in writing thereof not less than one hundred eighty (180) days
prior to the expiration of the initial Lease Term (it being agreed that if
Tenant fails to timely provide such notice, Tenant shall be deemed to have
waived its right to renew this Lease). Thereafter Landlord shall
provide notice to Tenant, at least one hundred forty (140) days prior to the end
of the Term, setting forth the Base Rent rate for the Renewal Term (the “
Renewal Notice
”),
which Base Rent rate shall be fair market rental for the type of property and
premises so rented on the terms and conditions of this Lease. Tenant
shall then have the right, by written notice to Landlord within twenty (20) days
after receipt of the Renewal Notice, to withdraw its notice of extension of the
Term (a “
Withdrawal
Notice
”) or to renew and accept the new Base Rent rate (an “
Acceptance
Notice
”). Tenant may elect to issue an Acceptance Notice
subject to the parties’ agreement on fair market rental, and in such event
Tenant shall so provide in the Acceptance Notice, and such Acceptance Notice
shall thereafter be irrevocable. The parties shall negotiate in good
faith to determine fair market rental for the leased Premises, and may hire a
broker, licensed in the State of Oklahoma and having not less than ten (10)
years experience within the Oklahoma City market, and otherwise mutually
acceptable to the parties, to establish fair market rental, which fair market
value shall be binding on Landlord and Tenant. If the parties are unable to
agree on a broker, each party shall hire a broker meeting such criteria, who
shall in turn select a third broker, and the determination of fair market rental
shall be determined by a majority of the brokers. The cost thereof
shall be shared equally by the parties.
Subject
to the provisions set forth above, in the event that the Lease is renewed, the
Renewal Term will be upon the same terms, covenants and conditions contained in
the Lease, except that any reference in the Lease to the Term will be deemed to
include the Renewal Term and the Base Rent rate will be the Base Rent rate set
in the Renewal Notice, or as later determined by agreement of the parties, as
applicable.
27.
HOLDING
OVER
.
Tenant
shall have no right to remain in possession of all or any part of the Leased
Premises after the expiration of the Term or any Renewal Term (as
applicable). In the event that Tenant remains in possession of all or
any part of the Leased Premises after the expiration or earlier termination of
the Term or any Renewal Term (as applicable), at Landlord’s option (exercised by
giving Tenant written notice): (a) such tenancy shall be deemed to be either (at
Landlord’s sole option) (i) a periodic tenancy from month-to-month only, or (ii)
a tenancy at sufferance terminable at will by Landlord; and (b) such tenancy may
be terminated by Landlord upon the earlier of thirty (30) days’ prior written
notice or the earliest date permitted by law. In the event Tenant
remains in possession after the expiration or earlier termination of the Term or
any Renewal Term (as applicable), then monthly Base Rent shall be increased to
an amount equal to one hundred fifty percent (150%) of the monthly Base Rent
payable during the last month of the Term. Any such month-to-month
tenancy or tenancy at sufferance shall be subject to every other term,
condition, and covenant contained in this Lease.
28.
SUBORDINATION;
ESTOPPEL
.
A. This
Lease is subject and subordinate to all mortgages, deeds of trust and related
security instruments which may now or hereafter encumber the Project and to all
renewals, modifications, consolidations, replacements and extensions thereof and
to each advance made or hereafter to be made thereunder. This
subordination shall be self-operative and no further instrument of subordination
is required. In confirmation of such subordination, however, Tenant
shall, at Landlord’s request, certify in writing as to such subordination;
provided that such subordination is subject to delivery of a non-disturbance
agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or
its successors or assigns). If any mortgagee (or its successors or
assigns), or any other person or entity, shall succeed to the rights of Landlord
under this Lease, whether through possession or foreclosure action or delivery
of a new ground lease or deed, then at the request of such party so succeeding
to Landlord’s rights (“
Successor Landlord
”),
Tenant shall attorn to and recognize Successor Landlord as Tenant’s Landlord
under this Lease, and such successor Landlord shall provide a non-disturbance
agreement to Tenant, and Tenant shall promptly execute and deliver a
subordination, non-disturbance and attornment agreement as Successor Landlord
may reasonably request. Upon such attornment this Lease shall
continue in full force and effect as, or as if it were, a direct lease between
Successor Landlord and Tenant upon all of the terms, conditions and covenants
hereof. The parties shall negotiate in good faith to expeditiously
deliver such subordination, non-disturbance and attornment agreement within
thirty (30) days of request therefor.
B. Tenant
agrees, at any time and from time to time, as requested by Landlord, upon not
less than ten (10) days’ prior notice, to execute and deliver to Landlord a
written statement executed and acknowledged by Tenant, (a) stating that this
Lease is then in full force and effect and has not been modified (or if
modified, setting forth all modifications), (b) setting forth the then current
Base Rent, (c) setting forth the date to which the Rent (including Base Rent)
has been paid, (d) stating whether or not, to the knowledge of the Tenant,
Landlord is in default under this Lease, and if so, setting forth the nature of
such default, and (e) stating whether there are any subleases affecting the
Leased Premises. Tenant acknowledges that any statement delivered
pursuant to this paragraph may be relied upon by Landlord, any purchaser of the
Leased Premises or mortgagee of Landlord.
C. Landlord
agrees, at any time and from time to time, as requested by Tenant, upon not less
than ten (10) days’ prior notice, to execute and deliver to Tenant a written
statement executed and acknowledged by Landlord, (a) stating that this Lease is
then in full force and effect and has not been modified (or if modified, setting
forth all modifications), (b) setting forth the then current Base Rent, (c)
setting forth the date to which the Rent (including Base Rent) has been paid,
(d) stating whether or not, to the knowledge of the Landlord, Tenant is in
default under this Lease, and if so, setting forth the nature of such default,
and (e) stating the address of Landlord to which all notices and communication
under the Lease shall be sent. Landlord acknowledges that any
statement delivered pursuant to this paragraph may be relied upon by Tenant, by
any assignee or subtenant of the Leased Premises or by any lender providing
credit to Tenant.
29.
MISCELLANEOUS
.
A.
Brokers
. Tenant
represents and warrants to Landlord that Tenant has dealt with no broker, finder
or similar person or entity in connection with this Lease, or Tenant’s use or
occupancy of the Leased Premises. Tenant agrees to indemnify, defend
(with counsel acceptable to Landlord) and hold Landlord harmless from and
against any and all Claims and Losses brought against, sustained or incurred by
Landlord by reason of Tenant’s breach of the foregoing representation and
warranty. Landlord represents and warrants to Tenant that Landlord
has dealt with no broker, finder or similar person or entity in connection with
this Lease, or Landlord’s use or leasing of the Leased
Premises. Landlord agrees to indemnify, defend (with counsel
acceptable to Tenant) and hold Tenant harmless from and against any and all
Claims and Losses brought against, sustained or incurred by Tenant by reason of
Landlord’s breach of the foregoing representation and warranty. This
Section 29.A
shall survive the expiration or earlier termination of the Lease.
B.
Notices
. Whenever
notice is required to be given pursuant to this Lease, the same shall be in
writing, and either personally delivered, sent by a nationally recognized
overnight delivery service, postage prepaid, or sent via United States certified
mail, return receipt requested, postage prepaid, and addressed to the parties at
their respective addresses as follows:
If to
Landlord:
SemGroup
Energy Partners, L.L.C.
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136-4216
If to Tenant:
SemCrude,
L.P.
11501
South I-44 Service Road
Oklahoma
City, Oklahoma 73173
Telephone:
405-691-5016
Attention:
Peter Schwiering
with copy
to:
SemCrude,
L.P.
Two
Warren Place
6120
South Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136-4216
or at
such other addresses as any party, by written notice in the manner specified
above to the other party hereto, may designate from time to
time. Unless otherwise specified to the contrary in this Lease, all
notices shall be deemed to have been given upon receipt (or refusal of receipt)
thereof.
C.
Waiver of Jury
Trial
. Landlord and Tenant, by this
Section 29.C
, waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant’s use or occupancy of the Leased Premises, or any other claims,
and any emergency statutory or any other statutory remedy.
D.
Captions
. The
section headings appearing in this Lease are for convenience of reference only
and are not intended, to any extent and for any purpose, to limit or define the
text of any section or any subsection hereof.
E.
Binding
Effect
. The covenants, conditions, and agreements contained in
this Lease will bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors and
permitted assigns, including, with respect to the Tenant, any reorganized debtor
entity or plan administrator appointed pursuant to the plan of reorganization of
Tenant. In the event that Tenant is comprised of more than one
individual or entity, the obligations of such individuals or entities under this
Lease shall be joint and several.
F.
Entire
Agreement
. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant regarding the subject
matter hereof, and fully supersede all prior written or oral agreements and
understandings between the parties pertaining to such subject
matter. No promises or representations, except as contained in this
Lease, have been made to Tenant respecting the condition or the manner of
operating the Leased Premises.
G.
Further
Assurances
. Each party agrees that it will execute and deliver
such other documents and take such other action as may be reasonably requested
by the other party to effectuate the purposes and intention of this
Lease.
H.
No
Waiver
. The failure of either party to enforce at any time any
provision of this Lease shall not be construed to be a waiver of such provision,
nor in any way to affect the validity of this Lease or any part hereof or the
right of such party thereafter to enforce each and every such
provision. No waiver of any breach of this Lease shall be held to
constitute a waiver of any other or subsequent breach.
I.
No Third Party
Beneficiaries
. Landlord and Tenant agree and acknowledge that,
except as expressly set forth in
Section 11
, there are
no intended third party beneficiaries of this Lease nor any of the rights and
privileges conferred herein.
J.
Governing Law; Venue;
Jurisdiction
. The terms and provisions of this Lease shall be
governed by and construed in accordance with the laws of the State of
Oklahoma. During the pendency of the Bankruptcy Cases (as defined
below), and without limiting any party’s right to appeal any order of the
Bankruptcy Court (as defined below), (i) the Bankruptcy Court shall retain
exclusive jurisdiction to enforce the terms of this Lease and to decide any
claims or disputes which may arise or result from, or be connected hereby, and
(ii) any and all actions related to the foregoing shall be filed and maintained
only in the Bankruptcy Court, and the parties hereby consent to and submit to
the jurisdiction and venue of the Bankruptcy Court and shall receive notices at
such locations as indicated in
Section
29.B
. “
Bankruptcy Cases
”
means the chapter 11 cases commenced by SemGroup, L.P. and certain of its direct
and indirect subsidiaries on July 22, 2008, jointly administered under Case No.
08-11525 (BLS). “
Bankruptcy Court
”
means the United States Bankruptcy Court for the District of Delaware or any
other court having jurisdiction over the Bankruptcy Cases from time to time.
Thereafter, the parties agree that action with respect to this Lease will be
brought in an Oklahoma state court or Federal Court of the United States sitting
in the county in which the Real Property is located and the parties hereby
submit to the exclusive jurisdiction of said court.
The
parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have
to the laying of venue or any dispute arising out of or relating to this Lease
or any of the transactions contemplated hereby brought in any court specified in
paragraph (a) above, or any defense of inconvenient forum of the maintenance of
such dispute. Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
K.
Counterparts
. This
Lease may be executed by the parties in counterparts. Each such
counterpart shall be deemed an original and all such counterparts, taken
together, shall constitute one and the same agreement.
L.
Severability
. If
any term, provision or condition in this Leased shall, to any extent, be invalid
or unenforceable, the remainder of this Lease (or the application of such term,
provision or condition to persons or circumstances other than in respect of
which it is invalid or unenforceable) shall not be affected thereby, and each
term, provision and condition of this Leased shall be valid and enforceable to
the fullest extent permitted by law.
M.
Time of the
Essence
. Time is of the essence of this Lease, and each and
every term and provision hereof.
N.
No
Partnership
. None of the terms or provisions of this Lease
shall be deemed to create a partnership between or among the parties hereto in
their respective businesses or otherwise, nor shall any of the terms or
provisions of this Lease cause them to be considered joint venturers or members
of any joint enterprise.
O.
No Oral
Change
. This Lease cannot be changed orally or by course of
conduct, and no executory agreement, oral agreement or course of conduct shall
be effective to waive, change, modify or discharge it in whole or in part unless
the same is in writing and is signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.
P.
Authority
. Each
party represents and warrants that it has full right, power and authority to
execute and deliver this Lease, and to perform each and all of its duties and
obligations hereunder. If any party so requests, the other party
shall provide reasonable written evidence of such right, power and
authority.
Q.
Attorney’s Fees;
Interest
. The prevailing party in any dispute shall be
entitled, in addition to any other payment, to receive its reasonable attorney’s
fees, court costs and expenses. All payments due from a party hereto
which are not paid when due shall bear interest at a rate equal to the lesser of
the highest non-usurious rate permitted by applicable law, or ten percent (10%)
per annum from the date due until paid (the “
Default
Rate
”). This
Section 29.Q
shall
survive the expiration or earlier termination of the Lease.
R.
Limitation on
Indemnity
. Notwithstanding anything to the contrary contained
herein or in any other agreement or writing between the parties, no waiver,
indemnity or exculpation of Landlord or any member of the Landlord Group shall
be effective as to any Losses or Claims to the extent resulting from the gross
negligence or willful misconduct of Landlord or any member of the Landlord
Group, and no waiver, indemnity or exculpation of Tenant or any member of the
Tenant Group shall be effective as to any Losses or Claims to the extent
resulting from the gross negligence or willful misconduct of Tenant or any
member of the Tenant Group.
S.
Parties Not
Affiliates
. For purposes of this Lease, (i) Landlord shall not
be deemed to be an affiliate of Tenant, and Tenant shall not be deemed to be an
affiliate of Landlord; (ii) no SGLP Party (as such term is defined in that
certain Master Agreement of even date herewith) shall be considered an affiliate
of any SemGroup Party (as such term is defined in that certain Master Agreement
dated as of even date herewith), and (iii) no SemGroup Party shall be considered
an affiliate of any SGLP Party.
T.
Negotiated
. The
parties acknowledge that the parties and their counsel have reviewed and revised
this Lease and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Lease or any exhibits or amendments
hereto.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto
have executed this Lease as of the day and year first above
written.
LANDLORD:
SEMGROUP ENERGY PARTNERS,
L.L.C.
By:_
/s/ Alex G.
Stallings
______________
Name: Alex G.
Stallings
Title: Chief
Financial Officer and Secretary
TENANT:
SEMCRUDE, L.P.
By: SemOperating G.P.
L.L.C.,
its
general partner
By:_
/s/ Terrence
Ronan
______________
Name: Terrence
Ronan
Title: President
& CEO
EXHIBIT
A
Real
Property
See
attached.
EXHIBIT
B
Landlord’s
Office Space
2900
square feet of office space on the first floor of the Building as shown in the
attached Floor Plan.
EXHIBIT
C
Base
Rent
PERIOD
|
MONTHLY
INSTALLMENTS
|
ANNUAL
AMOUNT
|
First
Lease Year
($14.00
per rentable square foot)
|
$13,832.00
|
$165,984.00
|
Exhibit
10.11
BUILDING
LEASE
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
”).
RECITALS
WHEREAS, Landlord owns the real
property described on the
Exhibit A
attached
hereto and made a part hereof (the “
Real Property
”), and
Landlord owns the buildings and improvements located on the Real Property,
including without limitation (i) a building comprising office space (the “
Office Building
”),
(ii) a building comprising laboratory space (the “
Lab Building
”), and
(iii) two warehouse buildings (the “
Warehouse Buildings
”,
and together with the Office Building and Lab Building, the “
Buildings
”).
WHEREAS, Landlord desires to lease to
Tenant, and Tenant desires to lease from Landlord, the Buildings, on the terms
and conditions set forth herein.
1.
TERM
.
The term
of this Lease (the “
Term
”) shall begin on
April 1, 2009 (the “
Commencement Date
”),
and shall terminate on March 31, 2014, unless sooner terminated or extended as
provided herein. “Term” shall include any Renewal Term. “
Lease Year
” means a
period of twelve (12) calendar months during the Term, the first of which shall
commence on the Commencement Date and end on the expiration of the twelfth
(12th) full calendar month thereafter. Each successive Lease Year
shall commence on the day following the last day of the prior Lease Year and end
twelve (12) calendar months thereafter.
2.
PERMITTED
USE
.
The
Leased Premises shall be used by Tenant, (i) as to the Office Building, for
general office purposes, (ii) as to the Lab Building, for laboratory and testing
purposes, and (iii) as to the Warehouse Buildings, for warehousing and storage
purposes, in each case in compliance with all Legal Requirements (as defined in
the next sentence) and the terms and provisions of this Lease (the “
Permitted
Use
”). For purposes hereof, the term “
Legal Requirements
”
shall mean all laws, rules, orders, ordinances, regulations, statutes,
requirements and codes of all governmental authorities, and all rules,
regulations and government orders with respect thereto, and of any applicable
fire rating bureau, or other body exercising similar functions, governing the
use and occupation of the Buildings; provided, however, Tenant shall not be
obligated to cause the Buildings to comply with Legal Requirements except and
only to the extent expressly provided herein.
3.
RENT
.
A.
Base
Rent
. Tenant shall pay to Landlord, as Base Rent, the amount
set forth on the
Exhibit B
attached
hereto and made a part hereof (the “
Base
Rent
”). Base Rent shall be paid monthly by Tenant to Landlord
in advance on the first day of each month of the Term, commencing on the
Commencement Date. In the event any of the Buildings is destroyed,
condemned or otherwise removed from this Lease, the Rent shall be reduced
accordingly. At the commencement of each Lease Year, the Base Rent
shall be adjusted for increases in CPI (as defined below) over the immediately
preceding Lease Year, provided, that if there shall be no increase, or there
shall be a decrease, in the CPI, then the Base Rent for the immediately
preceding Lease Year shall be the Base Rent for such new Lease
Year. “
CPI
” means the United
States Consumer’s Price Index for All Urban Consumers-Stillwater Area
(1982-84=100), as published by the United States Bureau of Labor Statistics
bi-monthly, or if such publication should be discontinued, “CPI” shall then
refer to such comparable statistics or changes in the cost of living for urban
consumers as the same may be computed and published (on the most frequent basis
available) by an agency of the United States or by a reasonable periodical of
recognized authority.
B.
Additional
Rent
. “
Additional Rent
”
shall mean all sums and amounts other than Base Rent payable by Tenant to
Landlord from time to time under this Lease, including without limitation Taxes
(as hereinafter defined), and any costs incurred by Landlord in order to cure
any Default by Tenant under this Lease. Tenant shall pay Additional
Rent at the times and in the manner set forth in this Lease. The term
“
Rent
”, as used
in this Lease, shall mean, collectively, Base Rent and Additional
Rent.
C.
Proration of
Rent
. Landlord and Tenant understand and agree that if the
Commencement Date or last day of the Term occurs on a date that is other than
the first or last day (as applicable) of a month, the Rent for that month shall
be prorated on a per diem basis.
D.
Payment of
Rent
. All Rent due and payable by Tenant under this Lease
shall be paid to Landlord at Two Warren Place, 6120 South Yale Avenue, Suite
500, Tulsa, Oklahoma 74136-4216, or to such other address as Landlord may from
time to time designate in writing. Except as expressly provided
herein, all Base Rent shall be paid by Tenant without notice or demand, and
without any set-off, counterclaim, abatement or deduction whatsoever, in lawful
money of the United States by bank check or wire transfer of immediately
available funds.
Landlord
shall pay as billed all Taxes. Landlord shall invoice Tenant for
Tenant’s share of the Taxes so paid and Tenant shall pay Landlord within fifteen
(15) days of receipt of such invoice. In the event Landlord elects to
pay Taxes in installments, Landlord shall invoice Tenant only the amount paid
for each installment, as such installments are paid. “
Taxes
” shall mean all
real estate taxes, assessments, business improvement district charges, fees and
assessments, sewer and water rents or assessments (but not utility charges),
rates and other governmental levies, impositions or charges, whether general,
special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed,
levied or imposed upon all or any part of the Real Property, (ii) all personal
property taxes, assessments, rates and charges and other governmental levies,
impositions or charges, whether general, special ordinary, extraordinary,
foreseen or unforeseen, which may be assessed, levied or imposed upon all or any
part of any personal property owned or held by Landlord and used solely in
operation and ownership of the Real Property, including, without limitation, any
fixtures, machinery, equipment, apparatus, plant, transformers, duct work,
cable, wires, and other facilities, equipment and systems designed to supply
heat, ventilation, air conditioning, humidity or any other services or
utilities, or comprising or serving as any component or portion of the
electrical, gas, steam, plumbing, sprinkler, communications, alarm, security or
fire/life/safety systems or equipment, and any other mechanical, electrical,
electronic, computer or other systems or equipment for the Real Property, all to
the extent that the same do not constitute part of the Real Property (the “
Personal Property
”),
and (iii) all expenses (including reasonable attorneys’ fees and reasonable
disbursements and experts’ and other witnesses’ fees) incurred in contesting the
assessed valuation of all or any part of the Real Property by Landlord to the
extent Tenant consents to such contest in advance. Notwithstanding
anything to the contrary contained in this Lease, Taxes shall not include (x)
interest or penalties incurred by Landlord as a result of Landlord’s late
payment of Taxes, except for interest payable in connection with the installment
payment of assessments pursuant to the next sentence or (y) franchise, transfer,
capital stock, inheritance, succession, gift, estate or other taxes to the
extent applicable to general or net income of Landlord. For purposes
hereof, “
Taxes
”
for any Lease Year shall be deemed to be the amount of Taxes assessed for such
Lease Year. If at any time the methods of taxation prevailing on the
date hereof shall be altered so that in lieu of the whole or any part of Taxes,
there shall be assessed, levied or imposed (1) a tax, assessment, levy,
imposition or charge based on the income or rents received from the Real
Property whether or not wholly or partially as a capital levy or otherwise, (2)
a Lease fee measured by the rents, or (3) any other tax, assessment, levy,
imposition, charge or Lease fee however described or imposed, then all such
taxes, assessments, levies, impositions, charges or Lease fees or the part
thereof so measured or based, to the extent and only to the extent assessed in
lieu of Taxes, shall be deemed to be Taxes. If this Lease is
terminated as to less than all of the Buildings, then Tenant shall only pay the
Taxes allocated to the Building(s) that continue to be subject to this Lease
after such termination.
5.
UTILITIES
.
Landlord
shall pay as billed all utilities consumed by Tenant in the Buildings including,
without limitation, electricity, gas, oil, steam, water, air conditioning and
other fuel and utilities (collectively, the “
Utilities
”). Tenant
acknowledges that all deposits with all Utility providers, existing or
hereinafter made, are the property of Landlord. Landlord shall
invoice Tenant for Tenant’s share of the Utilities so paid and Tenant shall pay
Landlord within fifteen (15) days of receipt of such
invoice. Tenant’s share of Utilities shall be the cost of Utilities
used by Tenant within the Buildings subject to this Lease.
6.
CONDITION OF LEASED
PREMISES
.
Tenant
has examined the Buildings. Subject to Landlord’s obligations under
Section 7
,
Tenant hereby accepts the condition of the Buildings in their AS-IS, WHERE-IS
CONDITION, WITH ALL FAULTS. Landlord has not agreed to pay for or
make any tenant or leasehold improvements as consideration for Tenant’s
execution and delivery of this Lease. Except as expressly set forth
in this Lease, Landlord and Landlord’s agents have made no warranties,
representations, statements or promises with respect to (a) the rentable or
usable square footage of the Buildings, or (b) the suitability of the Buildings
for any particular use or purpose. No rights, easements or licenses
are acquired by Tenant under this Lease except as expressly set forth herein or
to the extent such rights, easements or licenses have been or will be acquired
by Landlord through ownership of the Buildings and relate to the use of the
Buildings, in which event Tenant shall be entitled to the nonexclusive exercise
of the Landlord’s rights thereunder in its possession and use of the
Buildings. Notwithstanding any of the foregoing, in the event the
Buildings or any portion thereof, as of the date hereof, do not comply in all
material respects with Legal Requirements, and/or the current zoning for the
Buildings or any of them does not permit the use of the Buildings for their
Permitted Use, and Tenant deems it necessary to obtain another location for its
operations, then Tenant may terminate this Lease, without liability therefor as
to the Building(s) so affected. Upon such termination, this Lease
shall terminate as to the Buildings so affected and neither Landlord nor Tenant
shall have any further liability to each other hereunder as to the Building(s)
subject to such termination, except for such obligations that are expressly
stated to survive the termination hereof. If Tenant so terminates
this Lease as to less than all of the Buildings, then the Base Rent shall be
reduced to the amount allocated on
Exhibit B
to the
Building(s) that continue to be subject to this Lease after such
termination.
The
Tenant shall have the right to use all drives and parking areas in the vicinity
of the Buildings as reasonably required for the Tenant’s operation and use of
the Buildings.
7.
MAINTENANCE;
SERVICES
.
A. Tenant
agrees at its sole cost and expense, to keep and maintain the interior of the
Buildings in a clean and sanitary condition and in good repair, commensurate
with the conditions existing at the time this Lease is executed and thereafter
at all times during the Term hereof, subject to ordinary wear and
tear. Tenant may, at its sole cost and expense, during the Term,
redecorate the Buildings as required by Tenant (and as approved by Landlord in
accordance with
Section 10
hereof). Tenant shall hire a janitorial service at Tenant’s cost to
clean the interior of the Buildings.
B. Tenant shall pay for its
telephone service in the Buildings.
C
. Landlord shall
maintain, at Landlord’s cost and expense, in good repair the Real Property and
the Buildings and all systems of the Buildings, including without limitation the
roof, structure, load bearing and fire walls, foundation, water system, gas
system, sewer system, and electrical wiring, together with the heating and air
conditioning facilities and all controls, including the cutting and mowing of
grass and weeds, commensurate with the conditions existing at the time this
Lease is executed, normal wear and tear excepted, and thereafter at all times
during the Term hereof. Landlord shall gravel the parking and access
to the Office Building as needed and shall pack or grade as needed any parking
areas or driveways used for the Warehouse Buildings and Lab
Building. Landlord shall maintain the exterior lighting of the
Buildings and parking areas. Landlord shall maintain the alarm system
for the Buildings at Landlord’s cost as a part of Landlord’s alarm system for
its operations in the area, and Tenant shall be entitled to utilize such system
at the Buildings. In the event that Tenant becomes aware of a
structural problem with respect to any of the Buildings, Tenant will notify
Landlord of such problem. Landlord agrees to replace all broken or
cracked glass, in the windows and doors of the Buildings, with glass of the same
size and quality as that broken or cracked, and will replace all damaged
plumbing fixtures with others of equal quality. If any such
maintenance or repair, or any such services, are required due to the negligence
or willful misconduct of any member of the Tenant Group (as defined in
Section 11
hereof),
Tenant shall pay Landlord for the cost of such maintenance or repair within
fifteen (15) days after receipt from Landlord of an invoice therefor, which
obligation shall survive the expiration or earlier termination of this
Lease.
F. Landlord’s
covenants under
Section 5
hereof
shall only impose on Landlord the obligation to use reasonable efforts to cause
the applicable utility providers to furnish the Utilities. Landlord
has made no representation, warranty or covenant of any kind regarding the
availability (or future availability) of any Utilities and services, and
interruption of any Utilities or services shall not give rise to any right or
remedy in favor of Tenant under this Lease, including, without limitation, a
claim for abatement or reduction of the Rent or damages, nor shall Tenant be
relieved of its obligations under this Lease. Notwithstanding the
foregoing, if an interruption of the Utilities occurs and such condition
prohibits Tenant from using all or a portion of any Building for its Permitted
Use and such condition exists for fifteen (15) consecutive days after Tenant
provides written notice of the condition to Landlord, then the Rent shall abate
as to that portion of the Building that is rendered untenable for its Permitted
Use, as reasonably determined by Tenant. The abatement shall commence
upon the expiration of the fifteen (15) day period and continue for so long as
the condition exists; provided, however, if the condition continues for two (2)
consecutive months, Tenant shall have the right to terminate this Lease as to
the Building(s) so affected by written notice to Landlord (which notice may only
be given after the expiration of the two (2) month
period). Upon such termination, this Lease shall terminate as
to the Buildings affected by such termination and neither Landlord nor Tenant
shall have any further liability to each other hereunder as to the Building(s)
subject to such termination, except for such obligations that are expressly
stated to survive the termination hereof. If Tenant so terminates
this Lease as to less than all of the Buildings, then the Base Rent shall be
reduced to the amount allocated on
Exhibit B
to the
Building(s) that continue to be subject to this Lease after such
termination.
8.
SURRENDER
OF LEASED PREMISES; RESTORATION
.
Tenant
agrees that, upon termination of the Term of this Lease, whether by expiration
or otherwise, Tenant will peaceably quit and surrender the Buildings to
Landlord, and will, at its sole cost and expense, remove all Tenant’s personal
property, fixtures, structures and improvements, and will restore the interior
of the Buildings to substantially the same condition the interiors were in on
the date hereof (other than any improvements, installations and modifications
made by Landlord), subject to ordinary wear and tear. Any and all
property which may be removed from the Buildings by Landlord pursuant to the
authority of this Lease or of law, to which Tenant is or may be entitled, may be
handled, removed and stored, as the case may be, by or at the direction of
Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event
be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord’s possession or under Landlord’s
control. Any such property of Tenant not retaken by Tenant from
storage within thirty (30) days after removal from the Buildings shall, at
Landlord’s option, be deemed conveyed by Tenant to Landlord under this Lease as
by a bill of sale without further payment or credit by Landlord to
Tenant. This
Section 8
shall
survive the expiration or earlier termination of the Lease.
9.
COMPLIANCE WITH LAWS;
WASTE
.
A. Tenant
covenants and agrees that it will not commit waste, loss or damage to the
Buildings.
B. Tenant acknowledges that
Landlord may incur costs as a result of the enactment of new Legal Requirements
relating to the Buildings, and/or changes in Legal Requirements relating to the
Buildings. Tenant agrees that any such costs incurred by Landlord for
complying with such new or changed Legal Requirements which are due to Tenant’s
use and/or occupancy of the Buildings shall be an expense recoverable by
Landlord from Tenant. Landlord shall notify Tenant in advance of the
estimated cost of any such compliance, and Tenant shall have the right to
terminate this Lease as to the Building so affected, by delivery of written
notice to Landlord on or prior to the date thirty (30) days after Tenant
receives such notice from Landlord (and failure to deliver any such notice by
the expiration of such thirty (30) day period shall be deemed Tenant’s waiver of
such right of termination. Upon such termination, this Lease shall
terminate and neither Landlord nor Tenant shall have any further liability to
each other hereunder as to the Building(s) subject to such termination, except
for such obligations that are expressly stated to survive the termination
hereof. If Tenant so terminates this Lease as to less than all of the
Buildings, then the Base Rent shall be reduced to the amount allocated on
Exhibit B
to the
Building(s) that continue to be subject to this Lease after such
termination. To the extent any such expense paid by Tenant is
subsequently recovered by or reimbursed to Landlord through insurance or
recovery from responsible third parties or other action, Tenant shall be
entitled to such recovery or reimbursement.
C. Each party shall promptly
provide to the other party with written notice: (i) upon its obtaining knowledge
of any material violation of any Legal Requirements relating to the Buildings or
Real Property, and/or (ii) of its receipt of any notice, correspondence, demand
or communication of any nature from any governmental authority alleging a
violation of any Legal Requirements relating to the Buildings or Real
Property.
D. Each party shall comply
with all Legal Requirements applicable to the Real Property and Buildings and
its use and occupation thereof.
E. Tenant shall not cause or
permit any “
Hazardous
Substance
” (defined as any chemical, pollutant, waste, compound or other
substance in such forms, concentrations, quantities or other conditions that are
prohibited, regulated or require assessment, monitoring, removal or remediation
under any law or regulation pertaining to health or the environment) to be used,
installed, stored, treated, generated, released or disposed on or in the
Buildings or Real Property. Tenant shall reimburse Landlord for all
costs and expenses incurred by Landlord (whether incurred before or after
termination of this Lease), within fifteen (15) days after demand, to correct
any violation of the preceding sentence, or to remove or render harmless any
Hazardous Substance resulting from such a violation, or to comply with
applicable regulatory requirements, in connection with any such removal, or to
contest such requirements. This
Section 9.E
shall
survive the expiration or earlier termination of this Lease.
F. Landlord shall not cause
or permit any Hazardous Substance to be used, installed, stored, treated,
generated, released or disposed on or in the Buildings or Real
Property. Landlord shall reimburse Tenant for all costs and expenses
incurred by Tenant (whether incurred before or after termination of this Lease),
within fifteen (15) days after demand, to correct any violation of the preceding
sentence, or to remove or render harmless any Hazardous Substance resulting from
such a violation, or to comply with applicable regulatory requirements, in
connection with any such removal, or to contest such
requirements. This
Section 9.F
shall
survive the expiration or earlier termination of this Lease.
10.
ALTERATIONS
.
Tenant
shall not make any alterations, installations, improvements, additions or other
physical changes (collectively, the “
Alterations
”) in or
about the Buildings without Landlord’s prior written consent in each instance,
which consent shall not be unreasonably denied or conditioned by
Landlord. Any Alterations shall be performed: (i) by Tenant, at
Tenant’s sole cost and expense (and Landlord shall have no duty or obligation
with respect thereto), (ii) pursuant to plans and specifications (including, as
applicable, layout, architectural, mechanical, electrical, plumbing, sprinkler
and structural drawings) reasonably approved in writing by Landlord, (iii) in
compliance with all Legal Requirements, and (iv) in a good and workmanlike
manner, free of all liens. Tenant shall, at Tenant’s sole cost and
expense, obtain any and all permits and approvals necessary for the performance
of any Alterations. During the performance of any Alterations, Tenant
shall carry, or shall cause its contractors and subcontractors to carry,
customary builder’s insurance.
11.
INDEMNITY
.
A.
By
Tenant
. To the maximum extent permitted under Legal
Requirements, Tenant agrees to protect, indemnify, defend (with counsel
reasonably acceptable to Landlord) and hold harmless Landlord and its parents,
subsidiaries and affiliates, and their respective officers, directors,
shareholders, employees, representatives, agents, contractors, licensees,
lessees, guests, invitees, successors and assigns (collectively, the “
Indemnified Parties
”)
from and against any and all losses, costs, damages, liabilities, expenses
(including, without limitation, reasonable attorneys’ fees) and/or injuries
(including, without limitation, damage to property and/or bodily injury)
suffered or incurred by any of the Indemnified Parties (regardless of whether
contingent, direct, liquidated or unliquidated, but not including consequential)
(collectively, “
Losses
”), and any and
all claims, demands, suits and causes of action (collectively, “
Claims
”) brought or
raised against any of the Indemnified Parties, arising out of, resulting from,
relating to or connected with: (1) Tenant’s use of the Buildings or Real
Property, (2) any negligent act or omission or willful misconduct of Tenant or
its officers, directors, shareholders, employees, representatives, agents,
contractors, licensees, lessees, guests, invitees (collectively, “
Tenant Group
”) at, on
or about the Real Property or Buildings, or (3) the failure of any of them to
comply with Legal Requirements, and notwithstanding anything to the contrary in
this Lease, such obligation to indemnify, defend and hold harmless the
Indemnified Parties shall survive any termination of this Lease. This
indemnification shall include, without limitation, claims made under any
workman’s compensation law or under any plan for employee’s disability and death
benefits (including, without limitation, claims and demands that may be asserted
by employees, agents, contractors and subcontractors).
B.
By
Landlord
. To the maximum extent permitted under Legal
Requirements, Landlord agrees to protect, indemnify, defend (with counsel
reasonably acceptable to Tenant) and hold harmless Tenant and its parents,
subsidiaries and affiliates, and their respective officers, directors,
shareholders, employees, representatives, agents, contractors, licensees,
lessees, guests, invitees, successors and assigns (collectively, the “
Tenant Indemnified
Parties
”) from and against any and all Losses incurred by any of the
Tenant Indemnified Parties, and any and all Claims brought or raised against any
of the Tenant Indemnified Parties, arising out of, resulting from, relating to
or connected with: (1) Landlord’s use of the Real Property or Buildings, (2) any
negligent act or omission or willful misconduct of Landlord or its officers,
directors, shareholders, employees, representatives, agents, contractors,
licensees, lessees, guests, invitees (collectively, “
Landlord Group
”) at,
on or about the Real Property or Buildings, or (3) the failure of any of them to
comply with Legal Requirements, and notwithstanding anything to the contrary in
this Lease, such obligation to indemnify, defend and hold harmless the Tenant
Indemnified Parties shall survive any termination of this Lease. This
indemnification shall include, without limitation, claims made under any
workman’s compensation law or under any plan for employee’s disability and death
benefits (including, without limitation, claims and demands that may be asserted
by employees, agents, contractors and subcontractors).
C.
Indemnity
Procedure
. If an Indemnified Party or Tenant Indemnified Party
(in each case, the “
Indemnitee
”) receives
notice of any claim, action or proceeding (an “
Action
”) against
Indemnitee with respect to which indemnification is to be sought from the party
with the obligation to indemnify (the “
Indemnitor
”) under
this
Section
11.C
, Indemnitee shall promptly notify Tenant or Landlord, as indemnitor
and as applicable (in such capacity, “
Indemnitor
”) of
the Action in writing. Indemnitee may direct Indemnitor to assume the
defense of the Action and to pay all reasonable costs and expenses incurred as a
result thereof. If Indemnitee shall not have directed Indemnitor to
assume the defense of the Action, Indemnitor shall have the right to
participate at its own expense in the defense of any such Action. If
Indemnitor shall not have employed counsel to have charge of the defense of any
such Action following the notice and direction specified above, or if Indemnitee
shall have reasonably concluded that there may be defenses available to
Indemnitee which are different from or additional to those available to
Indemnitor (in which case Indemnitor shall not have the right to direct the
defense of such Action on behalf of the Indemnitee), the Indemnitee shall have
the right to retain its own counsel and all reasonable resulting legal and other
expenses incurred by Indemnitee shall be borne by Indemnitor, provided, that no
Indemnitee shall settle any claim, action or proceeding without the prior
written consent of Indemnitor, such consent not to be unreasonably withheld or
delayed.
12.
TENANT
TERMINATION
.
Tenant
may terminate this Lease on not less than one hundred eighty (180) days advance
written notice to Landlord without penalty, which notice shall state the
proposed termination date therein. Upon such termination, this Lease
shall terminate and neither Landlord nor Tenant shall have any further liability
to each other hereunder, except for such obligations that are expressly stated
to survive the termination hereof, provided, however, that Tenant shall cure any
existing Default hereunder prior to such termination being
effective. In the event Landlord terminates this Lease pursuant to
any right granted to Landlord to do so on
Exhibit C
to that
certain Shared Services Agreement of even date herewith, this Lease shall
terminate as provided therein. Upon such termination, this Lease
shall terminate and neither Landlord nor Tenant shall have any further liability
to each other hereunder, except for such obligations that are expressly stated
to survive the termination hereof.
13.
CASUALTY
.
In the
event of any damage to or destruction of the Leased Premises, by fire or other
casualty, which materially and adversely affects Tenant’s use and enjoyment of
such Building for the purposes specified in this Lease, then either Landlord or
Tenant shall have the right, no later than ninety (90) days after such party
becomes aware of such damage or destruction, to terminate this Lease upon thirty
(30) days’ prior written notice to the other, with respect to the Building(s) so
affected. In the event of any damage or destruction which is not so
extensive, or in the event that neither Landlord nor Tenant elects to terminate
this Lease as to any Building pursuant to the preceding sentence, then this
Lease shall continue in full force and effect, and Landlord will, to the extent
proceeds of insurance are available therefor, repair, restore, rebuild and/or
replace the Building(s) and fixtures and building equipment destroyed in such
casualty, substantially to the condition they were in immediately prior to such
damage or destruction. Any such work shall be done in a good and
workmanlike manner and in accordance with all Legal Requirements and the terms
and provisions of this Lease. In no event shall Landlord be obligated
to incur costs which are not covered by Landlord’s property
insurance. In the event Landlord does not commence such repair,
restoration or replacement within a reasonable amount of time, but in any event
within one hundred sixty (160) days of such casualty, and/or does not pursue the
work to completion in a reasonably expeditious manner, Tenant shall give written
notice thereof to Landlord, and if Landlord does not thereafter commence or
resume such work as required hereunder within five (5) days, Tenant may
terminate this Lease, with respect to the Building(s) so affected, Lease by
further written notice to Landlord (such termination to be effective upon
Landlord’s receipt of such further written notice). Upon any
termination of this Lease as to any Building under this
Section 13
, this
Lease shall terminate as to such Building and neither Landlord nor Tenant shall
have any further liability to each other hereunder with respect thereto, except
for such obligations that are expressly stated to survive the termination
hereof. If Tenant so terminates this Lease as to less than all of the
Buildings, then the Base Rent shall be reduced to the amount allocated on
Exhibit B
to the
Building(s) that continue to be subject to this Lease after such
termination. As to any Building affected by such casualty, from the
date of such casualty until completion of the work (or until Tenant terminates
this Lease as permitted hereunder), the Base Rent for such Building shall be
proportionately reduced to reflect the portion of such Building rendered
unusable to Tenant as a result of such casualty.
14.
CONDEMNATION
.
If any
Building, or a substantial part thereof (meaning twenty-five percent (25%) or
more thereof), or a portion thereof of the Real Property shall be taken or
condemned by any competent authority for any public use or purpose, and which
prevents use of such Building for the purposes specified herein by Tenant, the
Term of this Lease as to the Building(s) so affected shall end on the date when
the possession of the part so taken shall be required for such use or
purpose. Upon any termination of this Lease as to any Building under
this
Section
14
, this Lease shall terminate as to such Building and neither Landlord
nor Tenant shall have any further liability to each other hereunder with respect
thereto, except for such obligations that are expressly stated to survive the
termination hereof. If Tenant so terminates this Lease as to less
than all of the Buildings, then the Base Rent shall be reduced to the amount
allocated on
Exhibit
B
to the Building(s) that continue to be subject to this Lease after such
termination. Tenant shall have no right to share in the condemnation
award. Then current Rent shall be apportioned as of the date of such
termination. If any Building or a portion of any of the Buildings
shall be so taken so as not to render the remainder untenable for Tenant’s
business purposes, as reasonably determined by Tenant, this Lease shall continue
in full force and effect but all Rent shall abate with respect to the portion so
taken.
15.
INSURANCE
.
A. Tenant shall maintain at
Tenant’s cost a policy of commercial property insurance on the
Buildings. Such insurance shall cover the full replacement cost of
the Buildings, fixtures, equipment, Building standard leasehold improvements,
including without limitation foundations of buildings, structures, machinery or
boilers, if the foundations are below the lowest basement floor, or the surface
of the ground, if there is no basement, walks, underground pipes, flues and
drains, and including the cost of excavations, grading backfilling and filling;
and will include the perils of flood, earthquake and windstorm, including
landslides, earth sinking, rising or shifting; and boiler and machinery or
equipment breakdown insurance for loss or damage caused by the explosion of
steam boilers or similar equipment. Landlord shall be named as an
additional insured on such policy.
B. Each party shall maintain
insurance on its personal property located within the Building or otherwise
located on the Real Property.
C. Tenant
shall maintain a policy of business interruption coverage, on a 100% (12-month)
actual loss sustained basis. Landlord shall be named as loss payee as
its interest may appear.
D. Each
party shall maintain commercial general liability insurance, and, if necessary,
commercial umbrella insurance with an aggregate limit of not less than
$10,000,000 each occurrence. Such insurance shall cover premises, all operations
by or on behalf of such party, its contractors and anyone directly or indirectly
employed by it or by anyone for whose acts it may be liable products-completed
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract). Such insurance shall be written on a claims made or
occurrence basis against claims for liability arising from bodily injury,
property damage, premises, operations, and other coverages and in such amounts
as customarily maintained in the industry by prudent operators.
E. Concurrently with the
execution of this Lease and upon renewal of coverage, each party shall provide
the other with Certificates of Insurance, executed by a duly authorized
representative of each insurer, showing compliance with the requirements set
forth above. Each Certificate of Insurance shall provide that the
insurance company will give the certificate holder thirty (30) days prior
written notice of the cancellation of any such insurance
policy. Failure of either party to demand such certificate or other
evidence of full compliance with these insurance requirements or failure of
either party to identify a deficiency from evidence that is
provided shall not be construed as a waiver of either party’s
obligation to maintain such insurance. The insurance required to be
provided pursuant to this
Section 15
may be
provided under so called blanket policies of insurance so long as (i) the
coverage afforded to the other party to this Lease shall not be reduced or
diminished by reason of the use of such blanket policy and (ii) all of the
requirements set forth in this
Section 15
with
respect to such insurance are otherwise satisfied. All required
insurance shall be maintained with responsible, solvent and reputable insurance
companies with an A.M. Best rating of A-9 or better and qualified to do business
in the State of Oklahoma.
F.
ANYTHING IN THIS LEASE TO THE
CONTRARY NOTWITHSTANDING, LANDLORD AND TENANT HEREBY WAIVE ANY AND ALL RIGHTS OF
RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST THE OTHER, ITS AGENTS,
EMPLOYEES, OFFICERS, PARTNERS, SERVANTS OR SHAREHOLDERS FOR ANY LOSS OR DAMAGE
THAT MAY OCCUR TO THE BUILDINGS OR THE REAL PROPERTY, OR ANY
IMPROVEMENTS THERETO, OR ANY PERSONAL PROPERTY OF SUCH PARTY
THEREIN, BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE WHICH IS
OR COULD BE INSURED AGAINST UNDER THE TERMS OF THE FIRE AND EXTENDED COVERAGE
INSURANCE POLICIES REQUIRED TO BE OBTAINED PURSUANT TO THIS LEASE, REGARDLESS OF
CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF THE OTHER PARTY HERETO, ITS AGENTS,
EMPLOYEES, OFFICERS, PARTNERS, SERVANTS OR SHAREHOLDERS, AND EACH PARTY
COVENANTS THAT NO INSURER SHALL HOLD ANY RIGHT OF SUBROGATION AGAINST SUCH OTHER
PARTY.
16.
SIGNAGE
.
Landlord
and Tenant shall share the existing sign monuments, poles and other sign
supports at the present locations of all such signs on the Real Property, as
needed or required to properly identify its property or operations located on
the Real Property, and Tenant shall have the right to use signage on the
Buildings. Tenant shall not install any signage on the monuments, poles or other
locations without Landlord’s prior written consent as to specific location,
size, and installation methods in each instance, which consent shall not be
unreasonably denied or conditioned by Landlord. Any signage shall be
installed: (i) by Tenant, at Tenant’s sole cost and expense (and Landlord shall
have no duty or obligation with respect thereto), (ii) in compliance with all
Legal Requirements, and (iii) in a good and workmanlike manner, free of all
liens. Tenant shall, at Tenant’s sole cost and expense, obtain any
and all permits and approvals, if any, necessary for the installation of any
signage.
17.
DEFAULT
.
A. In
the event that any of the following shall occur (each, a “
Default
”):
(i) Tenant shall at any time
fail to make any payment of Rent (or any portion thereof) or any other payments
required of Tenant hereunder when required, and such failure continues for a
period of more than five (5) days after receipt of notice, which notice shall
not be required more than twice during any twelve-month period, thereafter, the
failure to make payment of Rent (or any portion thereof) shall be a Default if
such failure continues for more than five (5) days after it is due;
or
(ii) Tenant shall at any
time be in default in any other covenants and conditions of this Lease to be
kept, observed and performed by Tenant, which and such default continues for
more than thirty (30) days after receipt of notice; provided, however, except
for any Default by Tenant of its obligations to maintain insurance under
Section 15
or
restrictions on transfer in
Section 20
, that if
Tenant commences work to cure the default and continues to work reasonably
diligently to complete same, such period shall be continued for so long as
necessary to cure such default, but in no event more than ninety (90) additional
days; or
(iii) this
Lease or Tenant’s interest therein shall be taken by execution, attachment
or other process of law, or if any execution or attachment shall be issued
against Tenant and not vacated within ninety (90) days;
then
Landlord may do any or all of the following:
(a) At
its option, at once, without notice to Tenant or to any other person, terminate
this Lease and at its option, require payment in full of the present value of
the Rent due for the unexpired term of the Lease, which obligation of Tenant
shall survive such termination (and upon such termination, this Lease shall
terminate and neither Landlord nor Tenant shall have any further liability to
each other hereunder, except for such obligations that are expressly stated to
survive the termination hereof);
(b) Enter
into the Buildings, and remove Tenant’s property and effects therefrom, and/or
take and hold possession thereof, without such entry and/or possession
terminating this Lease or releasing Tenant in whole or in part from Tenant’s
obligations to pay Rent and perform all its other obligations hereunder for the
full Term, and to relet the Buildings or any part or parts thereof, either in
the name of or for the account of Landlord or Tenant, for such rent and for such
term and terms as Landlord may see fit, which term may at Landlord’s option
extend beyond the balance of the Term of this Lease. Except to the
extent required under applicable Legal Requirements, Landlord shall not be
required to accept any tenant offered by Tenant or to observe any instructions
given by the Tenant about such reletting, provided that Landlord shall take
commercially reasonable efforts to mitigate its damages
hereunder. Tenant shall pay Landlord any deficiency between the Rent
hereby reserved and covenanted to be paid and the net amount of the rents
collected on such reletting, for the balance of the Term of this Lease, as well
as reasonable expenses incurred by Landlord in such reletting, including but not
limited to reasonable attorney’s fees, broker fees, the expenses of repairing,
and otherwise preparing the same for re-rental (but not for any tenant
improvements constructed for use by a specific tenant). All such
costs, other than Rent, shall be paid by Tenant upon demand by
Landlord. Any deficiency in Rent shall be paid in monthly
installments, upon statements rendered by Landlord to Tenant. Any
suit brought to collect the amount of the deficiency for any one or more months’
Rent shall not preclude any subsequent suit or suits to collect the deficiency
for any subsequent month’s Rent; or
(c) Require
that upon any termination of this Lease, whether by lapse of time, the exercise
of any option by Landlord to terminate the same, or in any other manner
whatsoever, or upon any termination of Tenant’s right to possession without
termination of this Lease, the Tenant shall at once surrender possession of the
Buildings to the Landlord and immediately vacate the same and remove all effects
therefrom, except such as may not be removed under other provisions of this
Lease. If Tenant fails to do so, Landlord may forthwith re-enter the
Buildings, with or without process of law, and repossess itself thereof as in
its former estate and expel and remove Tenant and any other persons and property
therefrom, using such force as may be necessary without being deemed guilty of
trespass, eviction or forcible entry, without thereby waiving Landlord’s rights
to Rent or any other rights given Landlord under this Lease or at law or in
equity; and Tenant will pay Landlord, upon demand, the reasonable expenses
incurred in such removal and also storage of said effects for any length of time
during which the same shall be in Landlord’s possession or in storage, or
Landlord may at its option, without, notice sell any or all of said effects in
such manner and for such price as the Landlord may deem best and apply the
proceeds of such sale upon any amounts due under this Lease from the Tenant to
Landlord, including the expenses of removal and sale (which
obligation of Tenant shall survive such termination);.
B. No
receipt of monies by the Landlord from or for the account of Tenant or from
anyone in possession or occupancy of the Buildings after termination in any way
of this Lease or after the giving of any notice, shall reinstate, constitute or
extend the term of this Lease or affect any notice given to the Tenant prior to
the receipt of such money, it being agreed that after the service of notice of
the commencement of a suit, Landlord may receive and collect any Rent or other
amounts due Landlord and such payment not waive or affect said notice or said
suit.
C. Any
and all rights and remedies which Landlord may have under this Lease, at law or
in equity, shall be cumulative and shall not be deemed inconsistent with each
other, and any two or more or all of said rights and remedies may be exercised
at the same time or at different times and from time to time.
D. If
Landlord is required to incur expense, either legal, incidental, or
consequential, because of a Default by Tenant, the Tenant shall promptly
reimburse Landlord for such expense upon being given a written itemization and
explanation thereof. The provisions of this
Section 17.D
shall
survive the termination of this Lease.
E. The
failure of either party to enforce its rights under this Lease on one or
numerous occasions shall not affect such party’s ability to enforce that right
on any subsequent occasion or occasions.
F. In
the event that a Default shall occur and Landlord elects to terminate this
Lease, or upon expiration of this Lease, Tenant shall not be relieved of its
duties or obligations under this Lease so long as Tenant remains in possession
of the Buildings or any portion thereof.
G. In
the event Landlord shall fail to make any payment required of Landlord hereunder
when due, and such failure continues for a period of more than five (5) days
after receipt of notice, or Landlord shall refuse or fail to perform any of its
obligations under this lease for a period of thirty (30) days or more after
written notice by Tenant (provided, however, except for any default by Landlord
of its obligations to maintain insurance coverage under
Section 15
, that if
Landlord commences work to cure the default and continues to work reasonably
diligently to complete same, such period shall be continued for so long as
necessary to cure such default, but in no event more than ninety (90) additional
days), Tenant shall be entitled, at Tenant’s election: to (i) terminate this
Lease, and bring an action against Landlord for any out-of-pocket cost incurred
as a result of such breach, or (ii) maintain this Lease in full force and effect
and cure such failure on behalf of Landlord, and Landlord shall promptly
reimburse Tenant for such expense upon being given a written itemization and
explanation thereof. In addition, Tenant shall be entitled to offset
against any Rent due hereunder the amount of all sums due and payable to Tenant
hereunder and under that certain Shared Services Agreement of even date
herewith. Landlord’s obligations hereunder shall survive such
termination (and upon such termination, this Lease shall terminate and neither
Landlord nor Tenant shall have any further liability to each other hereunder,
except for such obligations that are expressly stated to survive the termination
hereof).
H. In
the event of a threatened breach by either party of any material obligation
under this Lease, the other party shall (without limiting any of such party’s
other rights or remedies hereunder, at law or in equity) have the right to
enjoin any such threatened breach by injunction.
18.
LIMITATION
ON LIABILITY
.
It is
expressly understood and agreed by Tenant that none of Landlord’s covenants,
undertakings or agreements contained in this Lease are made or intended as
personal covenants, undertakings or agreements by any entity which is affiliated
with Landlord, its parent or subsidiaries. No entity which is
affiliated with Landlord (nor any of their respective parents or subsidiaries,
nor any of their respective shareholders, venturers, officers, directors or
employees) shall be personally liable for any such sums, damages, awards or
judgments. It is expressly understood and agreed by Landlord that
none of Tenant’s covenants, undertakings or agreements contained in this Lease
are made or intended as personal covenants, undertakings or agreements by any
entity which is affiliated with Tenant, its parent or
subsidiaries. No entity which is affiliated with Tenant (nor any of
their respective parents or subsidiaries, nor any of their respective
shareholders, venturers, officers, directors or employees) shall be personally
liable for any such sums, damages, awards or judgments. Landlord’s liability
hereunder shall be limited to Landlord’s interest in the Real Property,
Buildings and other improvements located on the Real Property.
19.
COVENANTS
AGAINST LIENS
.
Tenant
hereby covenants and agrees that it will not cause or permit any lien
(including, without limitation, the filing of any mechanic’s lien) to be filed
or asserted against the Buildings as a result of any act or omission of Tenant
or any member of the Tenant Group. In the event any such lien or
notice of lien is filed, Tenant shall, within twenty (20) days of receipt of
notice from Landlord of the filing of the lien, contest such lien as permitted
by law if such contest is sufficient alone to prevent the lien from maturing, or
contest said lien as permitted by law and bond or insure over said lien, or
fully discharge the lien by settling the claim which resulted in the lien or by
bonding or insuring over the lien in the manner prescribed by applicable
law. If Tenant fails to so contest and/or discharge the lien, then,
in addition to any other right or remedy of Landlord, Landlord may bond or
insure over the lien or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord to bond or insure over the
lien or discharge the lien, including without limitation reasonable attorney’s
fees, within fifteen (15) days of receipt of invoice therefor. Any
rights and obligations created under or by this
Section 19
shall
survive termination or expiration of this Lease.
20.
ASSIGNMENT
AND SUBLETTING
.
Tenant
shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease
(or any interest of Tenant herein) and shall not sublet (or underlet), or permit
or suffer the Leased Premises or any part thereof to be used or occupied by
others, without Landlord’s prior written consent in each instance, which consent
may be withheld in Landlord’s sole discretion, except as to any proposed
transfer to an affiliate of Tenant, in which event Landlord’s consent shall not
be unreasonably withheld. Tenant shall specify the identity of any
proposed assignee or subtenant to Landlord in any written notice and request for
consent. Tenant shall provide notice of any transfer permitted
hereunder to Landlord in advance. Any assignment, sublease, mortgage,
pledge, encumbrance or transfer by Tenant in contravention of the provisions of
this
Section 20
shall be void. Notwithstanding the foregoing, Tenant may assign this
Lease, in whole or in part, to any reorganized debtor entity of Tenant or any
person assuming the obligations of Tenant under the Shared Services Agreement
dated as of even date herewith.
21.
QUIET
ENJOYMENT
.
Landlord
represents that Landlord has good and indefeasible title to the Real Property
and Buildings. Tenant shall, and may peacefully have, hold and enjoy
the Buildings and the portion of the Real Property incidental to Tenant’s use of
the Buildings, upon the terms and conditions set forth herein.
22.
LANDLORD’S
RIGHTS
.
Landlord
shall have the right to enter the Buildings during business hours after notice
to Tenant to show the same to prospective mortgagees and/or purchasers, and to
place “For Sale” signs thereon. Commencing six (6) months prior to
the expiration of the Term, Landlord shall have the right to enter the Buildings
during business hours after notice to Tenant to show the same to prospective
tenants, and to place “For Rent” signs thereon. Landlord shall
cooperate with Tenant in such activities in order to minimize inconvenience to
Tenant.
23.
RIGHT OF
ENTRY
.
Tenant
agrees that Landlord and Landlord’s agents, representatives, employees,
contractors, licensees, invitees, tenants, successors and assigns (collectively,
“
Landlord
Parties
”), shall have the right to enter the Buildings after reasonable
advance written notice (except in an emergency) to Tenant, if necessary to
alter, modify, augment, supplement, improve, upgrade, repair, replace, install,
construct and maintain Landlord’s facilities and the Buildings, provided that
except in emergencies Landlord shall not perform any work on the Buildings
during business hours which would unreasonably disturb Tenant’s use and
enjoyment of the Buildings and Landlord shall cooperate with Tenant in
scheduling all work at the Buildings.
24.
LANDLORD’S RIGHT TO
TRANSFER
.
This
Lease shall not in any manner or to any extent limit or restrict the right of
Landlord to use or dispose of the Buildings or Real Property as Landlord may in
its discretion desire, subject to rights of Tenant
hereunder. Landlord shall have the right, without notice to or
consent from Tenant, to assign this Lease to any person or entity who succeeds
(directly, indirectly or by operation of law) to any of Landlord’s right, title
or interest in or to the Real Property (including, without limitation, to
encumber its interest in the Real Property and the Buildings by one or more
mortgages, deeds of trust, assignment of rents and leases, security agreements
or otherwise), provided that such transfer is made subject to the provisions of
this Lease and Tenant’s rights hereunder. Tenant shall not be
obligated to any such transferee for the payment of Rent or otherwise until
written notice of such transfer has been received by Tenant.
25.
TENANT’S
PROPERTY
.
It is
expressly understood and agreed that all equipment and other personal property
that Tenant may install within the Buildings during the Term shall remain the
property of Tenant and shall be removed by Tenant (as set forth in
Section 8
hereof), at
its sole cost and expense, at the expiration of the Term of this Lease or at any
time prior thereto.
26.
RENEWAL
.
Tenant
has the right to renew the Term for one period of five (5) years (the “
Renewal
Term
”). In the event that Tenant elects to renew, Tenant shall
notify Landlord in writing thereof not less than one hundred eighty (180) days
prior to the expiration of the initial Lease Term (it being agreed that if
Tenant fails to timely provide such notice, Tenant shall be deemed to have
waived its right to renew this Lease). Thereafter
Landlord shall provide notice to Tenant, at least one hundred forty (140) days
prior to the end of the Term, setting forth the Base Rent rate for the Renewal
Term (the “
Renewal
Notice
”), which Base Rent rate shall be fair market rental for the type
of property and premises so rented on the terms and conditions of this
Lease. Tenant shall then have the right, by written notice to
Landlord within twenty (20) days after receipt of the Renewal Notice, to
withdraw its notice of extension of the Term (a “
Withdrawal Notice
”)
or to renew and accept the new Base Rent rate (an “
Acceptance
Notice
”). Tenant may elect to issue an Acceptance Notice
subject to the parties’ agreement on fair market rental, and in such event
Tenant shall so provide in the Acceptance Notice, and such Acceptance Notice
shall thereafter be irrevocable. The parties shall negotiate in good
faith to determine fair market rental for the leased Premises, and may hire a
broker, licensed in the State of Oklahoma and having not less than ten (10)
years experience within the Oklahoma City market, and otherwise mutually
acceptable to the parties, to establish fair market rental, which fair market
value shall be binding on Landlord and Tenant. If the parties are unable to
agree on a broker, each party shall hire a broker meeting such criteria, who
shall in turn select a third broker, and the determination of fair market rental
shall be determined by a majority of the brokers. The cost thereof
shall be shared equally by the parties.
Subject
to the provisions set forth above, in the event that the Lease is renewed, the
Renewal Term will be upon the same terms, covenants and conditions contained in
the Lease, except that any reference in the Lease to the Term will be deemed to
include the Renewal Term and the Base Rent rate will be the Base Rent rate set
in the Renewal Notice, or as later determined by agreement of the parties, as
applicable.
27.
HOLDING
OVER
.
Tenant
shall have no right to remain in possession of all or any part of the Buildings
after the expiration of the Term or any Renewal Term (as
applicable). In the event that Tenant remains in possession of all or
any part of the Buildings after the expiration or earlier termination of the
Term or any Renewal Term (as applicable), at Landlord’s option (exercised by
giving Tenant written notice): (a) such tenancy shall be deemed to be either (at
Landlord’s sole option) (i) a periodic tenancy from month-to-month only, or (ii)
a tenancy at sufferance terminable at will by Landlord; and (b) such tenancy may
be terminated by Landlord upon the earlier of thirty (30) days’ prior written
notice or the earliest date permitted by law. In the event Tenant
remains in possession after the expiration or earlier termination of the Term or
any Renewal Term (as applicable), then monthly Base Rent shall be increased to
an amount equal to one hundred fifty percent (150%) of the monthly Base Rent
payable during the last month of the Term, and any other sums due under this
Lease shall be payable in the amount and at the times specified in this
Lease. Any such month-to-month tenancy or tenancy at sufferance shall
be subject to every other term, condition, and covenant contained in this
Lease.
28.
SUBORDINATION;
ESTOPPEL
.
A. This
Lease is subject and subordinate to all mortgages, deeds of trust and related
security instruments which may now or hereafter encumber the Project and to all
renewals, modifications, consolidations, replacements and extensions thereof and
to each advance made or hereafter to be made thereunder. This
subordination shall be self-operative and no further instrument of subordination
is required. In confirmation of such subordination, however, Tenant
shall, at Landlord’s request, certify in writing as to such subordination;
provided that such subordination is subject to delivery of a non-disturbance
agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or
its successors or assigns). If any mortgagee (or its successors or
assigns), or any other person or entity, shall succeed to the rights of Landlord
under this Lease, whether through possession or foreclosure action or delivery
of a new ground lease or deed, then at the request of such party so succeeding
to Landlord’s rights (“
Successor Landlord
”),
Tenant shall attorn to and recognize Successor Landlord as Tenant’s Landlord
under this Lease, and such successor Landlord shall provide a non-disturbance
agreement to Tenant, and Tenant shall promptly execute and deliver a
subordination, non-disturbance and attornment agreement as Successor Landlord
may reasonably request. Upon such attornment this Lease shall
continue in full force and effect as, or as if it were, a direct lease between
Successor Landlord and Tenant upon all of the terms, conditions and covenants
hereof. The parties shall negotiate in good faith to expeditiously
deliver such subordination, non-disturbance and attornment agreement within
thirty (30) days of request therefor.
B. Tenant
agrees, at any time and from time to time, as requested by Landlord, upon not
less than ten (10) days’ prior notice, to execute and deliver to Landlord a
written statement executed and acknowledged by Tenant, (a) stating that this
Lease is then in full force and effect and has not been modified (or if
modified, setting forth all modifications), (b) setting forth the then current
Base Rent, (c) setting forth the date to which the Rent (including Base Rent)
has been paid, (d) stating whether or not, to the knowledge of the Tenant,
Landlord is in default under this Lease, and if so, setting forth the nature of
such default, and (e) stating whether there are any subleases affecting the
Buildings. Tenant acknowledges that any statement delivered pursuant
to this paragraph may be relied upon by Landlord, any purchaser of the Real
Property or mortgagee of Landlord.
C. Landlord
agrees, at any time and from time to time, as requested by Tenant, upon not less
than ten (10) days’ prior notice, to execute and deliver to Tenant a written
statement executed and acknowledged by Landlord, (a) stating that this Lease is
then in full force and effect and has not been modified (or if modified, setting
forth all modifications), (b) setting forth the then current Base Rent, (c)
setting forth the date to which the Rent (including Base Rent) has been paid,
(d) stating whether or not, to the knowledge of the Landlord, Tenant is in
default under this Lease, and if so, setting forth the nature of such default,
and (e) stating the address of Landlord to which all notices and communication
under the Lease shall be sent. Landlord acknowledges that any
statement delivered pursuant to this paragraph may be relied upon by Tenant, any
assignee or subtenant of the Buildings or by any lender providing credit to
Tenant.
29.
MISCELLANEOUS
.
A.
Brokers
. Tenant
represents and warrants to Landlord that Tenant has dealt with no broker, finder
or similar person or entity in connection with this Lease, or Tenant’s use or
occupancy of the Buildings. Tenant agrees to indemnify, defend (with
counsel acceptable to Landlord) and hold Landlord harmless from and against any
and all Claims and Losses brought against, sustained or incurred by Landlord by
reason of Tenant’s breach of the foregoing representation and
warranty. Landlord represents and warrants to Tenant that Landlord
has dealt with no broker, finder or similar person or entity in connection with
this Lease, or Landlord’s use or leasing of the Buildings. Landlord
agrees to indemnify, defend (with counsel acceptable to Tenant) and hold Tenant
harmless from and against any and all Claims and Losses brought against,
sustained or incurred by Tenant by reason of Landlord’s breach of the foregoing
representation and warranty. This
Section 29.A
shall
survive the expiration or earlier termination of the Lease.
B.
Notices
. Whenever
notice is required to be given pursuant to this Lease, the same shall be in
writing, and either personally delivered, sent by a nationally recognized
overnight delivery service, postage prepaid, or sent via United States certified
mail, return receipt requested, postage prepaid, and addressed to the parties at
their respective addresses as follows:
If to
Landlord:
SemGroup
Energy Partners, L.L.C.
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma 74136-4216
If to Tenant:
SemCrude,
L.P.
11501
South I-44 Service Road
Oklahoma
City, Oklahoma 73173
Telephone:
405-691-5016
Attention:
Peter Schwiering
With copy
to:
SemCrude,
L.P.
Two
Warren Place
6120
South Yale Avenue, Suite 700
Tulsa,
Oklahoma 74136-4216
or at
such other addresses as any party, by written notice in the manner specified
above to the other party hereto, may designate from time to
time. Unless otherwise specified to the contrary in this Lease, all
notices shall be deemed to have been given upon receipt (or refusal of receipt)
thereof.
C.
Waiver of Jury
Trial
. Landlord and Tenant, by this
Section 29.C
, waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant’s use or occupancy of the Buildings, or any other claims, and any
emergency statutory or any other statutory remedy.
D.
Captions
. The
section headings appearing in this Lease are for convenience of reference only
and are not intended, to any extent and for any purpose, to limit or define the
text of any section or any subsection hereof.
E.
Binding
Effect
. The covenants, conditions, and agreements contained in
this Lease will bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors and
permitted assigns, including, with respect to the Tenant, any reorganized debtor
entity or plan administrator appointed pursuant to the plan of reorganization of
Tenant. In the event that Tenant is comprised of more than one
individual or entity, the obligations of such individuals or entities under this
Lease shall be joint and several.
F.
Entire
Agreement
. This Lease, the exhibits and addenda, if any,
contain the entire agreement between Landlord and Tenant regarding the subject
matter hereof, and fully supersede all prior written or oral agreements and
understandings between the parties pertaining to such subject
matter. No promises or representations, except as contained in this
Lease, have been made to Tenant respecting the condition or the manner of
operating the Buildings.
G.
Further
Assurances
. Each party agrees that it will execute and deliver
such other documents and take such other action as may be reasonably requested
by the other party to effectuate the purposes and intention of this
Lease.
H.
No
Waiver
. The failure of either party to enforce at any time any
provision of this Lease shall not be construed to be a waiver of such provision,
nor in any way to affect the validity of this Lease or any part hereof or the
right of such party thereafter to enforce each and every such
provision. No waiver of any breach of this Lease shall be held to
constitute a waiver of any other or subsequent breach.
I.
No Third Party
Beneficiaries
. Landlord and Tenant agree and acknowledge that,
except as expressly set forth in
Section 11
, there are
no intended third party beneficiaries of this Lease nor any of the rights and
privileges conferred herein.
J.
Governing Law; Venue;
Jurisdiction
. The terms and provisions of this Lease shall be
governed by and construed in accordance with the laws of the State of
Oklahoma. During the pendency of the Bankruptcy Cases (as defined
below), and without limiting any party’s right to appeal any order of the
Bankruptcy Court (as defined below), (i) the Bankruptcy Court shall retain
exclusive jurisdiction to enforce the terms of this Lease and to decide any
claims or disputes which may arise or result from, or be connected hereby, and
(ii) any and all actions related to the foregoing shall be filed and maintained
only in the Bankruptcy Court, and the parties hereby consent to and submit to
the jurisdiction and venue of the Bankruptcy Court and shall receive notices at
such locations as indicated in
Section
29.B
. “
Bankruptcy Cases
”
means the chapter 11 cases commenced by SemGroup, L.P. and certain of its direct
and indirect subsidiaries on July 22, 2008, jointly administered under Case No.
08-11525 (BLS). “
Bankruptcy Court
”
means the United States Bankruptcy Court for the District of Delaware or any
other court having jurisdiction over the Bankruptcy Cases from time to time.
Thereafter, the parties agree that action with respect to this Lease will be
brought in an Oklahoma state court or Federal Court of the United States sitting
in the county in which the Real Property is located and the parties hereby
submit to the exclusive jurisdiction of said court.
The
parties hereby unconditionally and irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have
to the laying of venue or any dispute arising out of or relating to this Lease
or any of the transactions contemplated hereby brought in any court specified in
paragraph (a) above, or any defense of inconvenient forum of the maintenance of
such dispute. Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
K.
Counterparts
. This
Lease may be executed by the parties in counterparts. Each such
counterpart shall be deemed an original and all such counterparts, taken
together, shall constitute one and the same agreement.
L.
Severability
. If
any term, provision or condition in this Leased shall, to any extent, be invalid
or unenforceable, the remainder of this Lease (or the application of such term,
provision or condition to persons or circumstances other than in respect of
which it is invalid or unenforceable) shall not be affected thereby, and each
term, provision and condition of this Leased shall be valid and enforceable to
the fullest extent permitted by law.
M.
Time of the
Essence
. Time is of the essence of this Lease, and each and
every term and provision hereof.
N.
No
Partnership
. None of the terms or provisions of this Lease
shall be deemed to create a partnership between or among the parties hereto in
their respective businesses or otherwise, nor shall any of the terms or
provisions of this Lease cause them to be considered joint venturers or members
of any joint enterprise.
O.
No Oral
Change
. This Lease cannot be changed orally or by course of
conduct, and no executory agreement, oral agreement or course of conduct shall
be effective to waive, change, modify or discharge it in whole or in part unless
the same is in writing and is signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.
P.
Authority
. Each
party represents and warrants that it has full right, power and authority to
execute and deliver this Lease, and to perform each and all of its duties and
obligations hereunder. If any party so requests, the other party
shall provide reasonable written evidence of such right, power and
authority.
Q.
Attorney’s Fees;
Interest
. The prevailing party in any dispute shall be
entitled, in addition to any other payment, to receive its reasonable attorney’s
fees, court costs and expenses. All payments due from a party hereto
which are not paid when due shall bear interest at a rate equal to the lesser of
the highest non-usurious rate permitted by applicable law, or ten percent (10%)
per annum from the date due until paid (the “
Default
Rate
”). This
Section 29.Q
shall
survive the expiration or earlier termination of the Lease.
R.
Limitation on
Indemnity
. Notwithstanding anything to the contrary contained
herein or in any other agreement or writing between the parties, no waiver,
indemnity or exculpation of Landlord or any member of the Landlord Group shall
be effective as to any Losses or Claims to the extent resulting from the gross
negligence or willful misconduct of Landlord or any member of the Landlord
Group, and no waiver, indemnity or exculpation of Tenant or any member of the
Tenant Group shall be effective as to any Losses or Claims to the extent
resulting from the gross negligence or willful misconduct of Tenant or any
member of the Tenant Group.
S.
Parties Not
Affiliates
. For purposes of this Lease, (i) Landlord shall not
be deemed to be an affiliate of Tenant, and Tenant shall not be deemed to be an
affiliate of Landlord; (ii) no SGLP Party (as such term is defined in that
certain Master Agreement of even date herewith) shall be considered an affiliate
of any SemGroup Party (as such term is defined in that certain Master Agreement
dated as of even date herewith), and (iii) no SemGroup Party shall be considered
an affiliate of any SGLP Party.
T.
Negotiated
. The
parties acknowledge that the parties and their counsel have reviewed and revised
this Lease and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Lease or any exhibits or amendments
hereto.
U.
Partial Termination of
Lease
. Landlord and Tenant acknowledge and agree that this
Lease provides that Tenant shall have the right, in certain circumstances more
fully set forth herein, to terminate this Lease as to less than all of the
Buildings. Tenant acknowledges and agrees that if this Lease is
terminated as to less than all of the Buildings, then (a) Tenant’s right to use
any part of the Real Property (other than the Building(s) then subject to this
Lease) shall be on a non-exclusive basis, (b) Landlord shall have the right to
grant third parties (including, without limitation, tenants of the Building(s)
not subject to this Lease) the right of vehicular and pedestrian ingress and
egress, parking, and other use of the portions of the Real Property not subject
to this Lease, provided that such grant shall not materially interfere with
Tenant’s use of the Real Property and access to the Building(s) then subject to
this Lease, and (c) Landlord shall have the right to subdivide the Real Property
or to subject the Property to such easements, covenants and/or restrictions as
may be determined by Landlord in its sole discretion, provided that same shall
not materially interfere with Tenant’s use of the Real Property or access to the
Building(s) then subject to this Lease.
[SIGNATURE
PAGE FOLLOWS]
1
I
f the Buildings are not taxed
separately from other improvements located on the same parcels of land, tax on
the Buildings will be paid by Tenant based on book value of the buildings, and
the statutory rate charged within the county.
IN WITNESS WHEREOF, the parties hereto
have executed this Lease as of the day and year first above
written.
LANDLORD:
SEMGROUP ENERGY PARTNERS,
L.L.C.
By:_
/s/ Alex G.
Stallings
________________
Name: Alex G.
Stallings
Title: Chief
Financial Officer and Secretary
IN WITNESS WHEREOF, the parties
hereto have executed this Lease as of the day and year first above
written.
TENANT:
SEMCRUDE, L.P.
By: SemOperating G.P.
L.L.C.,
its
general partner
By:_
/s/ Terrence
Ronan
_______________
Name: Terrence
Ronan
Title: President & CEO
EXHIBIT
A
Real
Property
See
attached.
EXHIBIT
B
Base
Rent
PERIOD
|
MONTHLY
INSTALLMENTS
|
ANNUAL
AMOUNT
|
Initial
Lease Year ($10.00 per square foot in Office Building and Lab
Building)
|
Total
$5,090.00
|
Total
$61,080.00
|
Office
Building
4,391
SF
|
$3,659.16
|
$43,910.00
|
Lab
Building
1,717
SF
|
$1,430.84
|
$17,170.00
|
Warehouse
Building
North
|
no
charge
|
no
charge
|
Warehouse
Building
South
|
no
charge
|
no
charge
|
EXHIBIT 10.12
MUTUAL EASEMENT
AGREEMENT
This
Mutual Easement Agreement (this “
Easement Agreement
”)
is made as of the 31
st
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
”).
WITNESSETH
Whereas
, SemCrude, SemGroup,
L.P., SemMaterials, L.P. and SemManagement, L.L.C. and SemGroup Energy Partners,
L.P., SGLLC, 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. have entered
into a Master Agreement, dated as of the date hereof (the “
Master Agreement
”);
and
Whereas
, the parties own
certain real estate in Payne County, Oklahoma, located within and adjacent to a
multi-owner crude oil storage and terminal facility (the “
Facility
”) located in
Cushing, Oklahoma, commonly known as the Cushing Terminal Facility, and
consisting of three parts commonly known as “Cushing North”, “Cushing Central”
and “Cushing South”; and
Whereas,
SemCrude owns the
real estate described on the
Exhibit A
attached
hereto (less and except the 20.25 acre tract owned by Storage and described on
the
Exhibit B
attached hereto), located within the Cushing North portion of the Facility (the
“
SemCrude
Property
”); and
Whereas
, SGLLC owns the real
estate described on the
Exhibit B
attached
hereto, other than the 20.25 acre tract, and Storage owns the 20.25 acre tact
described on said
Exhibit B
, all
located within the Cushing North portion of the Facility (collectively, the
“
SGLP North
Property
”); and
Whereas
, SGLLC also owns the
real estate described on the
Exhibit C
attached
hereto, located within the Cushing Central portion of the Facility (the “
SGLP Central
Property
”); and
Whereas
, SGLLC also owns the
real estate described on the
Exhibit D
attached
hereto, located within the Cushing South portion of the Facility (the “
SGLP South
Property
”); and
Whereas
,
the SemCrude Property and the
SGLP North Property are generally depicted, together with existing and certain
planned crude oil storage tanks, buildings, pipelines, LACTs, manifolds, meters,
water and utility equipment, berms, ponds, fencing and other improvements and
related equipment (whether depicted or not) (collectively, whether owned by
SemCrude or SGLP, the “
Improvements
”), on
the
Exhibits
E-1
and
E-2
attached hereto;
and
Whereas
, the parties, together
with other signatories thereto, have entered into a certain Shared Services
Agreement as of even date herewith (the “
SSA
”), which SSA
addresses certain activities on the Cushing North portion of the Facility and
other matters.
Now, Therefore
, for and in
consideration of the covenants and grants of rights granted hereunder, the
parties hereto mutually agree to the grant of mutually beneficial easements
across each of their properties, for the benefit of the other, as
follows:
1.
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Grant of Easement for
Access for Shared Services
. Each of the parties hereto
grants to the other a non-exclusive easement for access to and from,
under, over and across the SemCrude Property, the SGLP North Property, the
SGLP Central Property and the SGLP South Property, as the case may be, as
reasonably needed or desirable in order to perform its obligations under
and in compliance with the terms and requirements of the SSA, together
with such recipient’s representatives, engineers, consultants and
contractors (collectively, “
Representatives
”).
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2.
|
Grant of Easement for
SemCrude Facility Improvements
. SGLP, as grantor, hereby
grants to SemCrude, as grantee, a non-exclusive easement for SemCrude’s
Improvements as presently located or to be located on the SGLP North
Property and for such Improvements, including without limitation the right
to add foam lines, water lines and electrical power lines for the benefit
of grantor and grantee’s equipment and systems, to reconfigure the North
Extension Manifold in order to split its output capacity to serve SGLP and
SemCrude tanks individually, together with replacements thereof made from
time to time, together with a non-exclusive easement for access to and
from, under, over and across, the SGLP North Property, to construct,
install, bury, maintain, connect, operate, use, inspect, test, remove,
change and replace said
Improvements.
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3.
|
Grant of Easement for
SGLP Facility Improvements
. SemCrude, as grantor, hereby
grants to SGLP, as grantee, a non-exclusive easement for SGLP’s
Improvements as presently located or to be located on the SemCrude
Property and for such Improvements, together with replacements thereof
made from time to time, together with a non-exclusive easement for access
to and from, under, over and across, the SemCrude Property, to construct,
install, bury, maintain, connect, operate, use, inspect, test, remove,
change and replace said
Improvements.
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4.
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Grant of Easement for
SemCrude See Line Pipeline
. SGLP, as grantor, hereby
grants to SemCrude, as grantee, a non-exclusive easement for the See Line
Pipeline presently located on the SGLP South Property which connects to
SGLP’s tanks at Cushing South, to remain in its current location, together
with replacements thereof made from time to time, together with a
non-exclusive easement for access to and from, under, over and across, the
SGLP South Property, to construct, install, bury, maintain, connect,
operate, use, inspect, test, remove, change and replace said
pipeline.
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5.
|
Grant of Easement for
Additional Pipeline Rights to SemCrude
. To the extent
permitted by the applicable easement, right-of-way, lease or license
agreement granted by third party(ies) in favor of SGLP within and between
Cushing North, Cushing Central and Cushing South (the “
SGLP
Easements
”), SGLP, as grantor, hereby grants to SemCrude, as
grantee, a non-exclusive easement to construct pipelines and related
equipment within the SGLP Easements, to construct, install, bury,
maintain, connect, operate, use, inspect, test, remove, change and replace
pipelines, together with a non-exclusive easement for access to and from,
under, over and across, the underlying land, subject, in each instance to
the following terms and conditions: (i) the grant of rights hereunder
shall be subject to all terms and conditions of the SGLP Easements, (ii)
SemCrude shall pay all costs and expenses, and fees and charges imposed by
third parties, of all kinds associated with its use of such SGLP
Easements, and (iii) SGLP shall have the right to prohibit the
installation of SemCrude’s pipelines or equipment if such pipelines or
equipment would materially interfere with SGLP’s pipelines or equipment
located within the SGLP Easements, as reasonably determined by
SGLP. SemCrude shall notify SGLP in writing in the event
SemCrude elects to exercise its rights under this Section, in which event
SGLP shall provide to SemCrude a copy of the underlying muniment of title
evidencing the applicable SGLP Easement (or applicable portions or
summaries thereof if subject to limitations on disclosure) and the parties
shall cooperate in good faith in the determination of the location and
depth of such pipeline and related equipment and the construction schedule
therefor, and SGLP shall cooperate, at no cost or expense to SGLP, in the
obtaining of any consents required from the underlying grantor (it being
agreed that SemCrude shall bear the cost and expense of obtaining all such
consents).
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6.
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Agreement to Grant
Easement for Future See Line Pipeline
. SGLP, as grantor,
agrees to allow SemCrude to construct a new See Line pipeline over and
across and underground on the SGLP North Property to connect to Tank 1007,
substantially in the location designated therefor on
Exhibit E-1
.
Upon commencement of the construction thereof, such future See Line
pipeline shall be an Improvement hereunder for all
purposes. SemCrude shall notify SGLP in writing in the event
SemCrude elects to construct such pipeline, and the parties shall
cooperate in good faith in the determination of the location of such
pipeline and the construction schedule therefor. Upon
completion of such construction, SemCrude shall deliver to SGLP a revised
Exhibit
E-1
showing the as-built location of the See Line pipeline, in form
satisfactory to both parties.
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7.
|
Agreement to Grant
Easement for Future 20-Inch Pipeline
. SGLP, as
grantor, agrees to allow SemCrude to construct a new 20-inch pipeline with
related equipment (the “
20-Inch
Pipeline
”) over and across and underground on any property within
the Facility owned by SGLP in a location to be mutually determined by SGLP
and SemCrude, and to grant to SemCrude a non-exclusive easement to
construct, install, bury, maintain, connect, operate, use, inspect, test,
remove, change and replace the 20-Inch Pipeline, for the purpose of
connecting SemCrude’s operations at the Cushing North portion of the
Facility to terminal facilities located in the Cushing South portion of
the Facility. Upon commencement of the construction thereof,
such 20-Inch Pipeline shall be an Improvement hereunder for all
purposes. SemCrude shall notify SGLP in writing in the event
SemCrude elects to construct the 20-Inch Pipeline, and the parties shall
cooperate in good faith in the determination of the location of such
pipeline and the construction schedule therefor. Upon
completion of such construction, SemCrude shall deliver to SGLP a revised
Exhibit
E-1
showing the as-built location of the 20-Inch Pipeline, , in
form satisfactory to both parties.
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8.
|
Grant of Easement for
Additional Pipeline Rights to SGLP
. To the extent
permitted by the applicable easement, right-of-way, lease or license
agreement granted by third party(ies) in favor of SemCrude with respect to
the 20-Inch Pipeline on property other than property owned by SGLP,
SemCrude, as grantor, hereby grants to SGLP, as grantee, a non-exclusive
easement to construct, install, bury, maintain, connect, operate, use,
inspect, test, remove, change and replace pipelines and related equipment
within any easement rights held by SemCrude within the Facility for
SemCrude’s 20-Inch Pipeline, together with a non-exclusive easement for
access to and from, under, over and across, the underlying land, subject,
in each instance to the following terms and conditions: (i) the grant of
rights hereunder shall be subject to all terms and conditions of the grant
of right-of-way or easement or lease or license by which SemCrude holds
its interest, (ii) SGLP shall pay all costs and expenses ,and fees and
charges imposed by third parties, of all kinds associated with its use of
such right-of-way, easement, lease or license, and (iii) SemCrude
shall have the right to prohibit the installation of SGLP’s pipelines or
equipment if such pipelines or equipment would materially interfere with
SemCrude’s pipelines or equipment located within such right-of-way or
easement or lease or license area. SGLP shall notify SemCrude
in writing in the event SGLP elects to exercise its rights under this
Section, in which event SemCrude shall provide to SGLP a copy of the
underlying muniment of title evidencing the applicable right-of-way,
easement, lease or license and the parties shall cooperate in good faith
in the determination of the location of such pipeline and the construction
schedule therefor, and SemCrude shall cooperate, at no cost or expense to
SemCrude, in the obtaining of any consents required from the underlying
grantor (it being agreed that SGLP shall bear the cost and expense of
obtaining all such consents).
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9.
|
Agreement to Grant
Easement for SGLP Pipeline
. SemCrude, as grantor, agrees
to allow SGLP to construct a new pipeline with related equipment (the
“
SGLP
Pipeline
”) over and across and underground on any property within
the Facility owned by SemCrude in a location to be mutually determined by
SGLP and SemCrude, and to grant to SGLP a non-exclusive easement to
construct, install, bury, maintain, connect, operate, use, inspect, test,
remove, change and replace the SGLP Pipeline, for the purpose of
connecting SGLP’s operations at the Cushing Central portion of the
Facility to terminal facilities located in the Cushing North portion of
the Facility. Upon commencement of the construction thereof,
such SGLP Pipeline shall be an Improvement hereunder for all
purposes. SGLP shall notify SemCrude in writing in the event
SGLP elects to construct the SGLP Pipeline, and the parties shall
cooperate in good faith in the determination of the location of such
pipeline and the construction schedule therefor. Upon
completion of such construction, SGLP shall deliver to SemCrude a revised
Exhibit
E-1
, showing the as-built location of the SGLP Pipeline, in form
satisfactory to both parties.
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10.
|
Conditions of
Operations
. Each party hereto, in the exercise of its
easement rights across the property of the other party hereunder, agrees
as follows:
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A.
|
All
uses of the grantor’s property are made at the risk of the
grantee. Each grantee shall, and shall cause all of its
Representatives to, comply with work safety rules, regulations,
instructions and scheduling concerning the use of the grantor’s
property. Any construction hereunder shall be done at the sole
risk of the party having such construction done, and not at the grantor’s
risk. Except to the extent covered in the SSA (in which event
the SSA shall govern), each grantor and grantee shall keep and maintain
the Improvements of such grantor or grantee in good condition and repair,
and shall make all repairs, replacements and renewals, foreseen and
unforeseen, ordinary or extraordinary, in order to maintain the same in
such state of condition and repair.
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B.
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Each
party as grantee shall operate and maintain its Improvements located on
the property of the grantor, and the exercise of the easements rights by
the grantee thereof hereunder shall be, without undue interference with
the operations of the grantor, or its tenants, licensees, guests, or
invitees. Except to the extent covered in the SSA (in which
event the SSA shall govern), each such grantee shall, at its sole cost and
expense, promptly repair and restore any and all damage to the property of
grantor, including, without limitation, damage to any improvements located
on such property, caused by the exercise of such easement rights by such
grantor. If such repair and/or restoration is not carried out
within a reasonable period after the date such damage is caused, the
applicable grantor shall have the right to cause such repair and/or
restoration to be made, and the applicable grantee shall, upon written
demand therefor by such grantor, reimburse grantor for all of its fees,
costs and expenses (including, without limitation, reasonable attorneys’
fees and court costs) incurred in making or related to such repair and/or
restoration.
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C.
|
Each
party shall cause its operations and construction hereunder and the use of
the other’s property to be in compliance with all applicable laws,
statutes, regulations, rules, zoning laws, environmental laws, health and
safety laws, and any other federal, state or local codes and
ordinances applicable to the party, its business, operations,
improvements and equipment, and the property affected
thereby. Each party shall conduct its operations on the
property of the other in a good and workmanlike manner, exercising
reasonable skill, care and diligence in performing the same, consistent in
all material respects with prudent industry
practices.
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D. In
the event either party is in default of its obligations hereunder, the other
party shall notify the defaulting party in writing thereof, providing reasonable
detail of such default for proper identification, and the grantee shall have
thirty days to cure such default; provided, that if the defaulting party shall
commence to cure such default within twenty days of receipt of such notice, and
shall proceed to cure such default with due diligence, the defaulting party
shall have a period of up to ninety days to complete such
cure. Notwithstanding the foregoing, if any operation of a party
hereto constitutes a present danger to life or property, the party responsible
for such condition shall immediately cause the cure of such condition, including
as necessary termination of operation of the Improvements causing such
condition, until the condition is resolved. Each party shall be
entitled to receive injunctive or similar relief to enjoin any
default. Each party grants to the other party the right to enforce
the grants of easement rights herein by specific performance. Any
partial release of any easement rights granted herein shall not affect any other
easement rights granted herein.
E. Each
grantor and grantee shall keep in effect, at their respective sole cost and
expenses, reasonably satisfactory comprehensive general liability insurance
covering their respective properties and the easement rights granted hereunder
with maximum limits of liability of not less than $1,000,000 for bodily injury
of death to one person, or to any group of persons as a result of one accident,
and $1,000,000 for property damage. Each party shall name the
applicable other party as an additional insured and furnish such other party
with certificates of current policies, and upon expiration thereof, renewal
certificates, evidencing such insurance.
F. Each
grantor shall pay all real estate taxes and assessments that shall be due and
payable on its property prior to delinquency.
G. Nothing
contained herein shall be construed or deemed to constitute a dedication,
express or implied, of any real property to or for any public use or purpose
whatsoever.
11.
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No
Representation
. EACH GRANTEE ACKNOWLEDGES AND AGREES
THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS EASEMENT AGREEMENT,
THE EASEMENTS GRANTED TO IT HEREUNDER ARE BEING GRANTED TO SUCH GRANTEE
“AS IS, WHERE IS, AND WITH ANY AND ALL FAULTS AND PATENT AND LATENT
DEFECTS” AND GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATION, PROMISE, COVENANT, AGREEMENT, GUARANTY OR
WARRANTY OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, CONDITION, SUITABILITY OR
HABITABILITY OF ANY OF THE LAND UNDERLYING ANY OF THE EASEMENT RIGHTS
GRANTED TO SUCH GRANTEE HEREIN FOR ANY PURPOSE WHATSOEVER, INCLUDING
WITHOUT LIMITATION, SOIL CONDITIONS, AVAILABILITY OF UTILITIES, DRAINAGE,
ZONING LAWS, ENVIRONMENTAL LAWS, OR ANY OTHER FEDERAL, STATE OR LOCAL
STATUTES, CODES, REGULATIONS OR ORDINANCES. EACH GRANTEE
ALSO ACKNOWLEDGES AND AGREES THAT IT IS THE GRANTEE'S OBLIGATION TO
INSPECT AND INVESTIGATE THE LAND SUBJECT TO THE EASEMENT RIGHTS GRANTED
HEREIN TO DETERMINE WHETHER SUCH LAND IS ADEQUATE TO ENABLE THE GRANTEE
TO MAKE THE USE THEREOF INTENDED HEREIN AND FURTHER IT SHALL BE THE
GRANTEE'S OWN DETERMINATION WITH RESPECT TO THE SUITABILITY OF THE LAND,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO SOIL CONDITIONS,
AVAILABILITY OF UTILITIES, DRAINAGE, ZONING LAWS, ENVIRONMENTAL LAWS, AND
ANY OTHER FEDERAL, STATE OR LOCAL STATUTES, CODES REGULATIONS OR
ORDINANCES. EACH GRANTEE ACKNOWLEDGES THAT THE DISCLAIMERS,
AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS PARAGRAPH ARE AN
INTEGRAL PORTION OF THIS EASEMENT
AGREEMENT.
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12.
|
Testing
. EACH
GRANTEE MUST OBTAIN THE GRANTOR’S PRIOR APPROVAL FOR THE PERFORMANCE OF
ANY INVASIVE OR INTRUSIVE SOIL, GEOLOGICAL, GEOTHERMAL OR OTHER PHYSICAL
TESTING OF ANY KIND, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL TESTING,
RECOMMENDED BY SUCH GRANTEE’S ENGINEERS OR REQUIRED BY SUCH GRANTEE’S
MORTGAGEES. ANY REQUEST BY A GRANTEE TO PERFORM INVASIVE
TESTING AT ANY SITE ON THE GRANTOR’S PROPERTY MUST BE ACCOMPANIED BY A
SUMMARY OF THE PROPOSED SCOPE OF WORK OR THE ENGINEER’S
PROPOSAL. A GRANTEE SHALL NOT INTERFERE UNREASONABLY WITH THE
OPERATION OF THE FACILITIES LOCATED ON THE GRANTOR’S PROPERTY THAT IS
SUBJECT TO ITS INSPECTION OR TESTING AND SHALL COORDINATE ALL OF ITS
ACTIVITIES AND THOSE OF ITS ENGINEERS, REPRESENTATIVES, CONSULTANTS AND
AGENTS WITH THE GRANTOR TO MINIMIZE POSSIBLE INTERFERENCE WITH SUCH
FACILITIES OR THEIR OPERATION. EACH GRANTEE SHALL PROMPTLY
RESTORE ANY AREA OF THE GRANTOR’S PROPERTY THAT IS DISTURBED IN THE COURSE
OF GRANTEE’S TESTING OR USE TO THE CONDITIONS EXISTING PRIOR TO ANY TESTS
CONDUCTED BY SUCH GRANTEE OR ITS REPRESENTATIVES OR TO THE CONDITIONS
EXISTING PRIOR TO ANY USE MADE BY SUCH GRANTEE OR ITS
REPRESENTATIVES.
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13.
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INDEMNIFICATION
. EACH
GRANTEE AGREES TO INDEMNIFY, DEFEND, AND HOLD GRANTOR HARMLESS FROM AND
AGAINST ANY CLAIM MADE AGAINST GRANTOR AND/OR GRANTOR’S REPRESENTATIVES
FOR ANY LOSS OR DAMAGE INCLUDING PROPERTY DAMAGE AND DEATH OR BODILY
INJURY, SUFFERED BY GRANTOR OR ANY OF ITS REPRESNTATIVES AS A RESULT OF
SUCH GRANTEE’S INSPECTIONS, SAMPLING OR TESTING AND GRANTEE’S USE OF THE
EASEMENTS GRANTED TO IT HEREIN. THE FOREGOING INDEMNIFICATION
OBLIGATIONS OF THE PARTIES SHALL SURVIVE ANY SALE OF PROPERTY BY EITHER
PARTY AND SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF ANY OF THE
EASEMENT RIGHTS GRANTED HEREUNDER FOR ACTIONS ACCRUING DURING THE TERM
HEREOF.
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14.
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WAIVER OF
LIABILITY
. EXCEPT FOR THE PARTIES’ INDEMNIFICATION
OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD PARTIES, THE
PARTIES’ LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT, ACTUAL
DAMAGES ONLY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST
PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR
OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS EASEMENT
AGREEMENT.
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15.
|
Termination
. Any
grantee may terminate and abandon any of its easement rights granted
hereunder, by written notice to the other party, and such termination and
abandonment shall be irrevocable and effective as of the date set forth in
such notice. The party so terminating its rights hereunder
shall have removed its Improvements from the other party’s property prior
to such termination and shall repair and restore the land disturbed by
such removal. If the terminating party has not removed its
Improvements on or prior to the effective date of such termination, such
Improvements shall become the property of the applicable grantor, and
grantee shall have no further right in or to such
Improvements. In addition, if any or all of any easement
granted to a grantee are taken by condemnation, then such easement shall
terminate at the time of such taking, and such grantee shall be entitled
to the portion of the condemnation award as shall be mutually determined
between the applicable grantor and such grantee, or as determined by final
non-appealable order of an appropriate court having jurisdiction
thereof.
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16.
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Cooperation in
Operations
. The parties agree to cooperate in good faith
with each other in negotiating a possible relocation of any easement right
granted hereunder and the associated Improvements in order to accommodate
the reasonable development of the business and property of the other;
provided, however, that the grantee shall not be required to release any
easement rights in such negotiations, and in the relocation of such
easement rights, the cost of such relocation shall be borne by the grantor
requesting such relocation, and such relocation shall not place any
greater burden on the grantee in the development and use of such grantee’s
easement rights than the burden such grantee would incur if such grantee
were to develop and use its easement rights hereunder in their present
location.
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17.
|
Permanent Covenants
Running with Land
. Other than the grant of easement
under Section 1 hereof, which shall automatically terminate of even date
with any termination of the services provided under Exhibit B of the SSA,
and subject to the provisions of Section 15 hereof, all of the easements
and rights hereby granted, the restrictions and obligations hereby
imposed, and the agreements herein contained shall be permanent, perpetual
easements, rights, restrictions, obligations and agreements and shall be
covenants running with the land and shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, successors,
and assigns, the land affected hereby and the future owners
thereof. Each party shall provide (or cause to be provided) to
any persons acquiring any interest or rights in its property or any
portion thereof that is affected by this Easement Agreement with a copy of
this Easement Agreement.
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18.
|
Covenant Against
Liens
.
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A. Each
grantee hereby covenants and agrees that it will not cause or permit any lien
(including, without limitation, the filing of any mechanic’s lien) to be filed
or asserted against the property of the grantor as a result of any act or
omission of grantee. In the event any such lien or notice of lien is
filed, grantee shall, within twenty (20) days of receipt of notice from grantor
of the filing of the lien, contest such lien as permitted by law if such contest
is sufficient alone to prevent the lien from maturing, or contest said lien as
permitted by law and bond or insure over said lien, or fully discharge the lien
by settling the claim which resulted in the lien or by bonding or insuring over
the lien in the manner prescribed by applicable law. If grantee fails
to so contest and/or discharge the lien, then, in addition to any other right or
remedy of grantor, grantor may bond or insure over the lien or otherwise
discharge the lien. Grantee shall reimburse grantor any amount paid
by grantor to bond or insure over the lien or discharge the lien, including
without limitation reasonable attorneys’ fees, within fifteen (15) days of
receipt of invoice therefor. Any rights and obligations created under
or by this Section shall survive termination or expiration of this Easement
Agreement.
B. Each
grantor shall have the right to cause one or more mortgages or deeds of trust
against the property owned by such grantor, provided, however, that the
mortgagee or beneficiary/grantee thereunder shall be subject to all of the
covenants, conditions and restrictions of this Easement Agreement, and if any
portion of such property subject to such mortgages or deeds of trust are sold
under a foreclosure, or conveyed to such mortgagee or beneficiary/grantee in
lieu of foreclosure, any such purchaser or grantee and its successors and
assigns shall hold any and all such property purchased or acquired subject to
all of the covenants, conditions and restrictions of this Easement
Agreement.
19.
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Recordation
. The
parties shall file a memorandum of record in the property records of Payne
County, Oklahoma, providing notice of this Easement
Agreement.
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20.
|
Notices
. Any
notice and other communication hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if (i) hand delivered
personally, (ii) mailed by certified mail, postage prepaid, return receipt
requested, (iii) sent by Federal Express or other express carrier, fee
prepaid, (iv) sent via facsimile with receipt confirmed, or (v) sent via
electronic email with receipt confirmed, provided that such notice or
communication is addressed to the parties at their respective addresses
below:
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|
To
SemCrude:
|
SemCrude,
L.P.
|
|
11501
South I-44 Service Road
|
|
Oklahoma
City, Oklahoma 73173
|
|
Attention:
Peter Schwiering
|
|
6120
South Yale Avenue, Suite 700
|
|
Attention: Chief
Financial Officer
|
|
To
SGLP:
|
SemGroup
Energy Partners, L.L.C.
|
|
6120
South Yale Avenue, Suite 500
|
|
Attention: Chief
Financial Officer
|
Any party
may change the person and address to which notices or other communications to it
hereunder are to be sent by giving written notice of any such change to the
other party in the manner provided in this Section.
21.
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Non-Waiver
. No
delay or failure by either party to exercise any right under this Easement
Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other
right.
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22.
|
Headings
. Headings
in this Easement Agreement are for convenience only and shall not be used
to interpret or construe its
provisions.
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23.
|
Governing Law;
Jurisdiction
. The terms and provisions of this Easement
Agreement shall be governed by and construed in accordance with the laws
of the State of Oklahoma. During the pendency of the Bankruptcy
Cases (as defined below), and without limiting any party’s right to appeal
any order of the Bankruptcy Court (as defined below), (i) the Bankruptcy
Court shall retain exclusive jurisdiction to enforce the terms hereof and
to decide any claims or disputes which may arise or result from, or be
connected hereby, and (ii) any and all actions related to the foregoing
shall be filed and maintained only in the Bankruptcy Court, and the
parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as provided
hereinabove. “
Bankruptcy
Cases
” means the chapter 11 cases commenced by SemGroup, L.P. and
certain of its direct and indirect subsidiaries on July 22, 2008, jointly
administered under Case No. 08-11525 (BLS). “
Bankruptcy
Court
” means the United States Bankruptcy Court for the District of
Delaware or any other court having jurisdiction over the Bankruptcy Cases
from time to time. Thereafter, the parties agree that action with respect
to this Easement Agreement will be brought in an Oklahoma state court or
Federal Court of the United States sitting in the county in which the Real
Property is located and the parties hereby submit to the exclusive
jurisdiction of said court. The parties hereby unconditionally
and irrevocably waive, to the fullest extent permitted by applicable law,
any objection which they may now or hereafter have to the laying of venue
or any dispute arising out of or relating to this Easement Agreement or
any of the transactions contemplated hereby brought in any court specified
above, or any defense of inconvenient forum of the maintenance of such
dispute. Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by
law.
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24.
|
Waiver of Jury
Trial
. THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION, OR IN ANY PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING
OUT OF THIS EASEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
EASEMENT AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER
THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTY HAVE BEEN INDUCED TO ENTER INTO THIS EASEMENT AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS IN THIS EASEMENT
AGREEMENT.
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25.
|
Counterparts
. This
Easement Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same
instrument.
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26.
|
Entire
Agreement
. This Easement Agreement, together with the
Exhibits hereto, represents the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and
supersedes any previous agreements or correspondence between the parties
with respect to the same. All Exhibits annexed hereto or
referred to herein are hereby incorporated in and made a part of this
Easement Agreement as if set forth in full herein. This
Easement Agreement may not be amended, modified, supplemented or altered
except through a written agreement signed by the parties. The
parties hereto may replace the Exhibits annexed hereto from time to time
as needed to truly and correctly reflect the property affected hereby and
the correct placement, nature and extent of the
Improvements. Either party may require the parties to execute
and deliver a written supplement to the memorandum hereof to be filed of
record in the property records of Payne County, Oklahoma, to truly and
correctly reflect the property affected hereby from time to
time.
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In Witness Whereof, the parties have
executed this Mutual Easement Agreement as of the date first above
written.
SEMCRUDE, L.P.
By: SemOperating G.P.
L.L.C.,
its
general partner
By:_
/s/ Terrence
Ronan
____
Name: Terrence
Ronan
Title: President &
CEO
SEMGROUP ENERGY PARTNERS,
L.L.C.
By:_
/s/ Alex G.
Stallings
Name: Alex G.
Stallings
Title: Chief
Financial Officer and Secretary
|
SEMGROUP
CRUDE STORAGE, L.L.C.
|
By:_
/s/ Alex G.
Stallings
Name: Alex G.
Stallings
|
Title:
|
Chief
Financial Officer and Secretary
|
Exhibit
10.13
PIPELINE
EASEMENT AGREEMENT
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");
WHEREAS,
SGLP is the owner of record of certain real property located in Payne County,
State of Oklahoma, described more fully in
Exhibit B
attached
hereto (the "SGLP Property"); and
WHEREAS,
SGCS is the owner of record of certain real property located in Payne County,
State of Oklahoma, described more fully in
Exhibit C
attached
hereto (the "SGCS Property"); and
WHEREAS,
SemCrude, L.P., SemGroup, L.P., SemMaterials, L.P. and SemManagement, L.L.C. and
SemGroup Energy Partners, L.P., SGLP, 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. have entered into a Master Agreement, dated as of the date
hereof (the “Master Agreement”);
NOW,
THEREFORE, for and in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
SGLP and SGCS do hereby grant, bargain, sell and convey unto Grantee the
following non-exclusive easements over and across their respective properties
and premises situated in Payne County, Oklahoma, more particularly described on
Exhibit A
,
pages 1 through 4 attached hereto:
A
permanent easement approximately twenty (20) feet in width more particularly
described on Exhibit A", pages 1 – 3, to construct, install, test, maintain,
inspect, operate, protect, and repair a crude oil pipeline upon and along a
route or routes on, in, over, under, through and across the SGLP Property and
the SGCS Property located in Payne County, Oklahoma (the "Permanent Easement");
and
A
permanent easement approximately sixty-five (65) feet square more particularly
described on Exhibit "A", page 4, to construct, install, test,
maintain, inspect, operate, protect and repair a surface facility (the “Surface
Facility Easement”); and
Together
with the reasonable right of ingress and egress to, from and along the Permanent
Easement and the Surface Facility Easement and the right to use gates and
existing roads for the aforesaid purposes, such rights of ingress and egress
over the SGLP Property and the SGCS Property being referred to herein as the
"Access Easement"; and
A
temporary work space easement from time to time as reasonably necessary of sixty
(60) feet in width with such temporary work space easement being twenty (20)
feet on either side of the Permanent Easement described on Exhibit "A" hereof
(the "Work Space Easement") (the Permanent Easement, the Surface Facility
Easement, the Access Easement and the Work Space Easement, collectively referred
to herein as the "Easement Rights Area");
for the
use of Grantee for its pipeline and related facilities, over, through and upon
the same.
For the consideration above recited and
the mutual covenants and conditions herein contained, the parties further agree
as follows:
1.
|
Grantor
and its successors and assigns shall have the right to use and fully enjoy
the Easement Rights Area, subject to the easements hereby granted;
provided, however, that Grantor agrees that it will not construct nor
permit to be constructed any lakes, ponds or buildings upon or over the
Easement Rights Area without the written consent of Grantee, which consent
shall not be unreasonably withheld.
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2.
|
Grantee
agrees as follows:
|
A.
|
All
uses of the Grantor’s property are made at the risk of the
Grantee. Grantee shall comply with work safety rules,
regulations, instructions and scheduling concerning the use of the
Grantor’s property. Any construction hereunder shall be done at
the sole risk of the Grantee, and not at the Grantor’s
risk. Grantee shall keep and maintain the improvements of
Grantee in good condition and repair, and shall make all repairs,
replacements and renewals, foreseen and unforeseen, ordinary or
extraordinary, in order to maintain the same in such state of condition
and repair.
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B.
|
Grantee
shall operate and maintain its improvements located on the Easement Rights
Area, without undue interference with the operations of the Grantor, or
its tenants, licensees, guests, or invitees. Grantee shall, at
its sole cost and expense, promptly repair and restore any and all damage
to the property of Grantor, including, without limitation, damage to any
improvements located on such property, caused by the exercise of such
easement rights by Grantor. If such repair and/or restoration
is not carried out within a reasonable period after the date such damage
is caused, the Grantor shall have the right to cause such repair and/or
restoration to be made, and the Grantee shall, upon written demand
therefor by Grantor, reimburse Grantor for all of its fees, costs and
expenses (including, without limitation, reasonable attorneys’ fees and
court costs) incurred in making or related to such repair and/or
restoration.
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C.
|
Grantee
shall cause its operations and construction hereunder and the use of the
Easement Rights Area to be in compliance with all applicable laws,
statutes, regulations, rules, zoning laws, environmental laws, health and
safety laws, and any other federal, state or local codes and
ordinances applicable to the party, its business, operations,
improvements and equipment, and the property affected
thereby. Grantee shall conduct its operations on the Easement
Rights Area in a good and workmanlike manner, exercising reasonable skill,
care and diligence in performing the same, consistent in all material
respects with prudent industry
practices.
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D. In
the event Grantee is in default of its obligations hereunder, Grantor shall
notify Grantee in writing thereof, providing reasonable detail of such default
for proper identification, and the Grantee shall have thirty days to cure such
default; provided, that if the Grantee shall commence to cure such default
within twenty days of receipt of such notice, and shall proceed to cure such
default with due diligence, the Grantee shall have a period of up to ninety days
to complete such cure. Notwithstanding the foregoing, if any
operation of Grantee constitutes a present danger to life or property, Grantee
shall immediately cause the cure of such condition, including as necessary
termination of operation of the improvements located on the Easement Rights Area
causing such condition, until the condition is resolved. Grantor
shall be entitled to receive injunctive or similar relief to enjoin any
default. Grantee grants to the Grantor the right to enforce the
grants of easement rights herein by specific performance. Any partial
release of any easement rights granted herein shall not affect any other
easement rights granted herein.
E. Grantee
shall keep in effect, at their respective sole cost and expenses, reasonably
satisfactory comprehensive general liability insurance covering the easement
rights granted hereunder with maximum limits of liability of not less than
$1,000,000 for bodily injury of death to one person, or to any group of persons
as a result of one accident, and $1,000,000 for property
damage. Grantee shall name the Grantor as an additional insured and
furnish such other party with certificates of current policies, and upon
expiration thereof, renewal certificates, evidencing such
insurance.
F. Grantor
shall pay all real estate taxes and assessments that shall be due and payable on
the Easement Rights Area prior to delinquency.
G. Nothing
contained herein shall be construed or deemed to constitute a dedication,
express or implied, of any real property to or for any public use or purpose
whatsoever.
3.
|
No
Representation
. THE EASEMENTS AND RIGHTS GRANTED HEREIN
ARE BEING GRANTED IN THEIR CURRENT CONDITION, “AS-IS, WHERE-IS AND WITH
ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THE MASTER
AGREEMENT, WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY
KIND, EXPRESS OR IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY
DISCLAIMED BY THE GRANTOR, INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO QUALITY, MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR USE OR
PURPOSE.
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4.
|
Testing
. GRANTEE
MUST OBTAIN THE GRANTOR’S PRIOR APPROVAL FOR THE PERFORMANCE OF ANY
INVASIVE OR INTRUSIVE SOIL, GEOLOGICAL, GEOTHERMAL OR OTHER PHYSICAL
TESTING OF ANY KIND, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL TESTING,
RECOMMENDED BY GRANTEE’S ENGINEERS OR REQUIRED BY GRANTEE’S
MORTGAGEES. ANY REQUEST BY GRANTEE TO PERFORM INVASIVE TESTING
AT THE EASEMENT RIGHTS AREA MUST BE ACCOMPANIED BY A SUMMARY OF THE
PROPOSED SCOPE OF WORK OR THE ENGINEER’S PROPOSAL. GRANTEE
SHALL NOT INTERFERE UNREASONABLY WITH THE OPERATION OF THE FACILITIES
LOCATED ON THE GRANTOR’S PROPERTY THAT IS SUBJECT TO ITS INSPECTION OR
TESTING AND SHALL COORDINATE ALL OF ITS ACTIVITIES AND THOSE OF ITS
ENGINEERS, REPRESENTATIVES, CONSULTANTS AND AGENTS WITH THE GRANTOR TO
MINIMIZE POSSIBLE INTERFERENCE WITH SUCH FACILITIES OR THEIR
OPERATION. GRANTEE SHALL PROMPTLY RESTORE ANY AREA OF THE
GRANTOR’S PROPERTY THAT IS DISTURBED IN THE COURSE OF GRANTEE’S TESTING OR
USE TO THE CONDITIONS EXISTING PRIOR TO ANY TESTS CONDUCTED BY GRANTEE OR
TO THE CONDITIONS EXISTING PRIOR TO ANY USE MADE BY
GRANTEE.
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5.
|
INDEMNIFICATION
. GRANTEE
AGREES TO INDEMNIFY, DEFEND, AND HOLD GRANTOR HARMLESS FROM AND AGAINST
ANY CLAIM MADE AGAINST GRANTOR AND/OR GRANTOR’S REPRESENTATIVES FOR ANY
LOSS OR DAMAGE INCLUDING PROPERTY DAMAGE AND DEATH OR BODILY INJURY,
SUFFERED BY GRANTOR OR ANY OF ITS REPRESENTATIVES AS A RESULT OF GRANTEE’S
INSPECTIONS, SAMPLING OR TESTING AND GRANTEE’S USE OF THE EASEMENTS
GRANTED TO IT HEREIN. THE FOREGOING INDEMNIFICATION OBLIGATIONS
SHALL SURVIVE ANY SALE OF PROPERTY BY EITHER PARTY AND SHALL SURVIVE ANY
EXPIRATION OR TERMINATION OF ANY OF THE EASEMENT RIGHTS GRANTED HEREUNDER
FOR ACTIONS ACCRUING DURING THE TERM
HEREOF.
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6.
|
WAIVER OF
LIABILITY
. EXCEPT FOR THE GRANTEE’S INDEMNIFICATION
OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD PARTIES, THE PARTIES’
LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY,
AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR OTHER
BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE,
OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE,
THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION
OF THIS AGREEMENT.
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7.
|
Termination
. Grantee
may terminate and abandon any of its easement rights granted hereunder, by
written notice to Grantor, and such termination and abandonment shall be
irrevocable and effective as of the date set forth in such
notice. Grantee shall have removed its improvements from the
Easement Rights Areas prior to such termination and shall repair and
restore the land disturbed by such removal. If the Grantee has
not removed its improvements on or prior to the effective date of such
termination, such improvements shall become the property of the Grantor,
and Grantee shall have no further right in or to such
improvements. In addition, if any or all of any easement
granted to Grantee are taken by condemnation, then such easement shall
terminate at the time of such taking, and such Grantee shall be entitled
to the portion of the condemnation award as shall be mutually determined
between the Grantor and Grantee, or as determined by final non-appealable
order of an appropriate court having jurisdiction
thereof.
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8.
|
Cooperation in
Operations
. The parties agree to cooperate in good faith
with each other in negotiating a possible relocation of any easement right
granted hereunder and the associated improvements in order to accommodate
the reasonable development of the business and property of the other;
provided, however, that the Grantee shall not be required to release any
easement rights in such negotiations, and in the relocation of such
easement rights, the cost of such relocation shall be borne by Grantor,
and such relocation shall not place any greater burden on the Grantee in
the development and use of its easement rights than the burden Grantee
would incur if Grantee were to develop and use its easement rights
hereunder in their present
location.
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9.
|
Permanent Covenants
Running with Land
. Subject to the provisions of Section
7 hereof, all of the easements and rights hereby granted, the restrictions
and obligations hereby imposed, and the agreements herein contained shall
be permanent, perpetual easements, rights, restrictions, obligations and
agreements and shall be covenants running with the land and shall inure to
the benefit of, and be binding upon, the parties hereto and their
respective heirs, successors, and assigns, the land affected hereby and
the future owners thereof.
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10.
|
Covenant Against
Liens
.
|
A. Subject
to the provisions of Section 10.B, Grantee hereby covenants and agrees that it
will not cause or permit any lien (including, without limitation, the filing of
any mechanic’s lien) to be filed or asserted against the property of the Grantor
as a result of any act or omission of Grantee. In the event any such
lien or notice of lien is filed, Grantee shall, within twenty (20) days of
receipt of notice from Grantor of the filing of the lien, contest such lien as
permitted by law if such contest is sufficient alone to prevent the lien from
maturing, or contest said lien as permitted by law and bond or insure over said
lien, or fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by
applicable law. If Grantee fails to so contest and/or discharge the
lien, then, in addition to any other right or remedy of Grantor, Grantor may
bond or insure over the lien or otherwise discharge the lien. Grantee
shall reimburse Grantor any amount paid by Grantor to bond or insure over the
lien or discharge the lien, including without limitation reasonable attorneys’
fees, within fifteen (15) days of receipt of invoice therefor. Any
rights and obligations created under or by this Section shall survive
termination or expiration of this Agreement.
B. Notwithstanding
the provisions of Section 10.A., Grantor shall have the right to cause one or
more mortgages or deeds of trust against the property owned by Grantor,
provided, however, that the mortgagee or beneficiary/grantee thereunder shall be
subject to all of the covenants, conditions and restrictions of this Agreement,
and if any portion of such property subject to such mortgages or deeds of trust
are sold under a foreclosure, or conveyed to such mortgagee or
beneficiary/grantee in lieu of foreclosure, any such purchaser or grantee and
its successors and assigns shall hold any and all such property purchased or
acquired subject to all of the covenants, conditions and restrictions of this
Agreement.
11.
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Recordation
. The
parties shall file this Agreement of record in the property records of
Payne County, Oklahoma, providing notice of this
Agreement.
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12.
|
Notices
. Any
notice and other communication hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if (i) hand delivered
personally, (ii) mailed by certified mail, postage prepaid, return receipt
requested, (iii) sent by Federal Express or other express carrier, fee
prepaid, (iv) sent via facsimile with receipt confirmed, or (v) sent via
electronic email with receipt confirmed, provided that such notice or
communication is addressed to the parties at their respective addresses
below:
|
|
To
Grantee:
|
White
Cliffs Pipeline, L.L.C.
|
|
6120
South Yale Avenue, Suite 700
|
|
Attention: Chief
Financial Officer
|
|
To
Grantor:
|
SemGroup
Energy Partners, L.L.C.
|
|
6120
South Yale Avenue, Suite 500
|
|
Attention: Chief
Financial Officer
|
Any party
may change the person and address to which notices or other communications to it
hereunder are to be sent by giving written notice of any such change to the
other party in the manner provided in this Section.
13.
|
Non-Waiver
. No
delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other
right.
|
14.
|
Headings
. Headings
in this Agreement are for convenience only and shall not be used to
interpret or construe its
provisions.
|
15.
|
Governing Law;
Jurisdiction
. The terms and provisions of this Agreement
shall be governed by and construed in accordance with the laws of the
State of Oklahoma. During the pendency of the Bankruptcy Cases
(as defined below), and without limiting any party’s right to appeal any
order of the Bankruptcy Court (as defined below), (i) the Bankruptcy Court
shall retain exclusive jurisdiction to enforce the terms hereof and to
decide any claims or disputes which may arise or result from, or be
connected hereby, and (ii) any and all actions related to the foregoing
shall be filed and maintained only in the Bankruptcy Court, and the
parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as provided
hereinabove. “
Bankruptcy
Cases
” means the chapter 11 cases commenced by SemGroup, L.P. and
certain of its direct and indirect subsidiaries on July 22, 2008, jointly
administered under Case No. 08-11525 (BLS). “
Bankruptcy
Court
” means the United States Bankruptcy Court for the District of
Delaware or any other court having jurisdiction over the Bankruptcy Cases
from time to time. Thereafter, the parties agree that action with respect
to this Agreement will be brought in an Oklahoma state court or Federal
Court of the United States sitting in the county in which the Real
Property is located and the parties hereby submit to the exclusive
jurisdiction of said court. The parties hereby unconditionally
and irrevocably waive, to the fullest extent permitted by applicable law,
any objection which they may now or hereafter have to the laying of venue
or any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby brought in any court specified above, or
any defense of inconvenient forum of the maintenance of such
dispute. Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by
law.
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16.
|
Waiver of Jury
Trial
. THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION, OR IN ANY PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING
OUT OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH
PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS
AGREEMENT.
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17.
|
Counterparts
. This
Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and
the same instrument.
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18.
|
Entire
Agreement
. This Agreement, together with the Exhibits
hereto, represents the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof and supersedes
any previous agreements or correspondence between the parties with respect
to the same. All Exhibits annexed hereto or referred to herein
are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. This Agreement may not be amended,
modified, supplemented or altered except through a written agreement
signed by the parties. The parties hereto may, by written
amendment to this Agreement, executed by all parties hereto, and in
recordable form, replace the Exhibits annexed hereto from time to time as
needed to truly and correctly reflect the property affected hereby and the
correct placement, nature and extent of the Grantee’s pipeline
improvements. The parties may file of record the written
amendment to this Agreement in the property records of Payne County,
Oklahoma, to truly and correctly reflect the property affected hereby from
time to time.
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Dated effective as of the 31
st
day of
March, 2009.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Grantor:
SEMGROUP
ENERGY PARTNERS, L.L.C.,
a
Delaware limited liability company
By: _
/s/ Alex G.
Stallings
________________
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
ACKNOWLEDGMENT
STATE OF
TEXAS
)
) ss.
COUNTY OF
DALLAS
)
This instrument was acknowledged before
me on the 3rd day of April, 2009, by Alex G. Stallings, as Chief Financial
Officer and Secretary of SemGroup Energy Partners, L.L.C., a Delaware limited
liability company.
/s/ Authorized
Signatory
______________
Notary Public
My
commission expires:
____________________
[SEALl ]
Grantor:
SEMGROUP
CRUDE STORAGE, L.L.C.,
a
Delaware limited liability company
By: _
/s/ Alex G.
Stallings
________________
Name: Alex
G. Stallings
Title: Chief
Financial Officer and Secretary
ACKNOWLEDGMENT
STATE OF
TEXAS
)
) ss.
COUNTY OF
DALLAS
)
This instrument was acknowledged before
me on this 3rd day of April, 2009, by Alex G. Stallings as Chief Financial
Officer and Secretary of SemGroup Crude Storage, L.L.C., a Delaware limited
liability company.
/s/ Authorized
Signatory
______________
Notary Public
My
commission expires:
__________________
(SEAL)
Grantee:
WHITE
CLIFFS PIPELINE, L.L.C.,
a
Delaware limited liability company
By: Its
Manager:
SEMCRUDE
PIPELINE, L.L.C.
by
SemCrude, L.P., its sole member,
by
SemOperating G.P., L.L.C., its general partner
By: _
/s/ Terrence
Ronan
_________________
Name: Terrence
Ronan
Title: President
and Chief Executive Officer
ACKNOWLEDGMENT
STATE OF
TEXAS )
) ss.
COUNTY OF
DALLAS
)
This instrument was acknowledged before
me on this 3rd day of April, 2009, by Terrence Ronan, President and Chief
Executive Officer of SemOperating G.P., L.L.C., the general partner of SemCrude,
L.P., the sole member of SemCrude Pipeline, L.L.C., the Manager of White Cliffs
Pipeline, L.L.C., a Delaware limited liability company.
/s/ Authorized
Signatory
______________
Notary Public
My
commission expires:
__________________
(SEAL)
EXHIBIT
C
EXHIBIT
10.14
EXECUTION VERSION
CONSENT,
WAIVER AND AMENDMENT TO CREDIT AGREEMENT
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.
R
E C I T A L S:
A.
The
Borrower, the Administrative Agent and the Lenders that are parties thereto (the
“
Lenders
”)
entered into that certain Amended and Restated Credit Agreement dated as of
February 20, 2008 (as amended, modified, supplemented and waived from time to
time, including by the Forbearance Agreement (as defined below), the “
Credit
Agreement
”).
B.
The
Guarantors have guaranteed the obligations of the Borrower under the Credit
Agreement pursuant to that certain Amended and Restated Guaranty, dated as of
February 20, 2008, in favor of the Administrative Agent (as amended,
supplemented or modified, the “
Guaranty
”).
C.
The
Borrower, the Guarantors, the Administrative Agent and certain of the Lenders
entered into that certain Forbearance Agreement and Amendment to Credit
Agreement dated as of September 12, 2008 (as amended, supplemented or modified
from time to time, including without limitation by (i) the First Amendment to
Forbearance Agreement and Amendment to Credit Agreement, dated as of December
11, 2008, among the Borrower, the Guarantors, the Administrative Agent and
certain of the Lenders (ii) the Second Amendment to Forbearance Agreement and
Amendment to Credit Agreement, dated as of December 18, 2008, among the
Borrower, the Guarantors, the Administrative Agent and certain of the Lenders,
and (iii) the Third Amendment to Forbearance Agreement and Amendment to Credit
Agreement, dated as of March 17, 2009, among the Borrower, the Guarantors, the
Administrative Agent and certain of the Lenders, the “
Forbearance
Agreement
”), pursuant to which the Administrative Agent and such Lenders,
among other things, agreed to forbear from exercising their rights and remedies
under the Credit Agreement and the other Loan Documents relating to certain
Defaults and Events of Default thereunder, as described in the Forbearance
Agreement (the “
Existing
Defaults
”).
D.
The
Borrower has requested that the Administrative Agent and the Lenders agree to
amend the Credit Agreement and the other Loan Documents as set forth in this
Amendment.
E.
The
Administrative Agent and the Lenders party hereto are willing to amend the
Credit Agreement subject to and upon the terms and conditions set forth in this
Amendment.
F.
The
Borrower has requested that the Administrative Agent and the Lenders waive, to
the extent specified herein, the Existing Defaults and any adverse effects under
the Credit Agreement or any other document, instrument or agreement executed and
delivered in connection therewith arising as a result of the Existing Defaults
and, subject to the terms and conditions set forth herein, the Administrative
Agent and the Lenders party hereto are willing to waive such Existing Defaults
and any such adverse effects arising as a result of the Existing Defaults as so
requested.
G.
The
Borrower has requested that the Administrative Agent and
the Lenders consent to,
among other things, the Master Agreement among SemGroup, L.P., SemManagement,
L.L.C., SemOperating G.P., L.L.C., SemMaterials, L.P., K.C. Asphalt, L.L.C.,
SemCrude, L.P., Eaglwing, L.P., SemGroup Holdings, L.P., the Borrower, SemGroup
Energy Partners G.P., L.L.C., SemGroup Energy Partners Operating, L.L.C.,
SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe G.P.,
L.L.C., SemMaterials Energy Partners, L.L.C., SemPipe, L.P. and SGLP Management,
Inc., in substantially the form of Annex 1 attached hereto (the “
Master Settlement
Agreement
”), and the transactions contemplated thereby, and, subject to
the terms and conditions set forth herein, the Administrative Agent and the
Lenders party hereto are willing to consent to the Master Settlement Agreement,
the transactions contemplated thereby and the other matters described herein as
so requested.
NOW,
THEREFORE, the parties agree as follows:
1.
Definitions
. All
capitalized terms used in this Amendment which are not otherwise defined shall
have the meanings given to those terms in the Credit Agreement (after taking
into account the amendments contained herein).
2.
Consent to Master Settlement
Agreement
. Subject to the terms and conditions set forth
herein, effective on, and subject to the occurrence of, the Effective Date,
notwithstanding anything to the contrary contained in the Credit Agreement or
any other Loan Document, the Administrative Agent and the Lenders party hereto
hereby consent to the execution of the Master Settlement Agreement and all of
the transactions contemplated thereby, including, without limitation, the
Disposition of certain Collateral referred to therein, and waive any Defaults or
Events of Default that would otherwise result
therefrom. Notwithstanding anything to the contrary contained in the
Credit Agreement or any other Loan Document, upon the Effective Date (i) the
Collateral Disposed of by the Borrower and its Subsidiaries in connection with
the Master Settlement Agreement shall be released from the Liens created by the
Security Documents, and (ii) to further evidence the release described in the
preceding clause (i), the Administrative Agent is hereby irrevocably authorized
by each Lender party hereto to promptly take any action reasonably requested by
the Borrower having the effect of releasing any Collateral encumbered by a
Security Document, if such Collateral is being Disposed by the Borrower or any
of its Subsidiaries in connection with the Master Settlement
Agreement.
3.
Consent to Other
Matters
. Subject to the terms and conditions set forth herein,
effective on, and subject to the occurrence of, the Effective Date,
notwithstanding anything to the contrary contained in the Credit Agreement or
any other Loan Document, the Administrative Agent and the Lenders party hereto
hereby waive any Defaults or Events of Default that would otherwise result from
the Borrower (i) not delivering to the Administrative Agent and the Lenders and
not filing its quarterly reports on Form 10-Q and annual reports on Form 10-K
with the SEC within the time period required by the Credit Agreement, the
Securities Exchange Act of 1934 or applicable law,
provided
that the
Borrower shall file all such reports as soon as commercially reasonable, and in
any event the Borrower shall file all such delinquent reports no later than
September 30, 2009,
provided
that if the
Borrower retains new auditors, such deadline shall be extended to December 31,
2009, and (ii) not delivering to the Administrative Agent and the Lenders the
audited financial statements, auditor’s reports and other information required
by Sections 6.01(a) and 6.02(a) of the Credit Agreement with respect to the
Borrower’s fiscal year ended December 31, 2008;
provided
that (x)
such financial statements, auditor’s report and other information required by
Sections 6.01(a) and
6.02(a) of the Credit
Agreement shall be delivered to the Administrative Agent as soon as commercially
reasonable, and in any event no later than September 30, 2009,
provided
that if the
Borrower retains new auditors, such deadline shall be extended to December 31,
2009, (y) it shall not be a Default or Event of Default hereunder if such
auditor’s report and opinion includes a “going concern” or like qualification or
exception or other qualification or exception as to the scope of such audit, and
(z) the certificate of a Responsible Officer of the General Partner accompanying
any financial statements and other information delivered under the Credit
Agreement may state that such unaudited financial statements and information may
be subject to adjustments based upon changes made by the Borrower’s outside
auditor and any such changes shall not constitute a Default or Event of
Default.
4.
Waiver of
Defaults
. Subject to the terms and conditions set forth
herein, effective on, and subject to the occurrence of, the Effective Date, the
Administrative Agent and the Lenders party hereto hereby irrevocably waive, for
the benefit of the Borrower and the Guarantors, all of the Existing Defaults
that had occurred and were continuing at or prior to the Effective
Date.
5.
Conversion of Revolver
Loans, Adjustment of Commitments and Amendment to Schedule
2.01
. On the Effective Date, a $150,000,000 portion of the
outstanding Revolver Loans shall immediately be deemed to be, and shall be,
converted to Term Loans without further action of the parties hereto. Revolver
Loans held by the Lenders shall be converted ratably in accordance with their
respective Applicable Percentages. Concurrently with such conversion,
(i) the Revolver Commitment of each Lender shall be ratably reduced in an
aggregate principal amount equal to $150,000,000, (ii) the Term Loan of each
Lender shall be ratably increased in an aggregate principal amount equal to
$150,000,000, and (iii) the Aggregate Revolver Commitments of the Revolving
Lenders shall be permanently reduced to $50,000,000. In conjunction
with the adjustment to the Revolver Commitments and the Term Loans described
above, Schedule 2.01 to the Credit Agreement is hereby amended by deleting such
Schedule in its entirety and replacing it with Schedule 2.01
hereto.
6.
Credit
Extensions
. Notwithstanding the provisions of the Forbearance
Agreement, subject to the terms and conditions set forth herein, effective on,
and subject to the occurrence of, the Effective Date, the Borrower may make
Requests for Credit Extensions and the Lenders shall be obligated to make Credit
Extensions, subject to the applicable conditions precedent to the making of such
Loans, in accordance with the Credit Agreement, as modified by this
Agreement.
7.
Amendments to Section 1.01
of the Credit Agreement
. Section 1.01 of the Credit Agreement
is hereby amended by deleting the defined terms “Applicable Rate”, “Change of
Control”, “Consolidated Adjusted EBITDA”, “Consolidated EBITDA”, “Consolidated
Leverage Ratio”, “Consolidated Net Income”, “Eligible Assignee”, “Interest
Coverage Ratio”, “Interest Expense”, “Interest Payment Date”, “Letter of Credit
Sublimit”, “Material Adverse Affect”, “Maturity Date”, “Net Cash Proceeds” and
“Swing Line Sublimit” in their entirety and replacing them with the
following:
“
Applicable Rate
”
means, from time to time, (i) with respect to any Base Rate Loan, 5.50% per
annum, (ii) with respect to any Eurodollar Rate Loan, 6.50% per annum, and (iii)
with respect to any commitment fee, 1.50%.
“
Change of Control
”
means the occurrence of any of the following events:
(a) General
Partner shall cease to be, directly or indirectly, the beneficial owner (as
defined below) of all of the general partner interests of the
Borrower;
(b) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) other than
the Qualifying Owners becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, as amended) of 50% or more
of the equity securities of General Partner entitled to vote for members of the
board of directors or equivalent governing body of General Partner on a
fully-diluted basis; or
(c) during
any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of General Partner ceases to be
composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body;
provided
that,
notwithstanding the foregoing, any changes to the composition of individuals
serving as members of the board of directors or other equivalent governing body
of General Partner approved by any Qualifying Owner (other than SemGroup or its
Affiliates, which, for the avoidance of doubt, shall exclude Manchester
Securities Corp. and Elliott Management Corporation (Collectively, the “
Elliott Companies
”)
and entities under common investment management with the Elliott Companies)
during any period, shall not constitute a “Change of Control” hereunder.
As used
herein, “
Qualifying
Owner
” means Manchester Securities Corp., Elliott Management Corporation,
SemGroup, or any Affiliate of any of the foregoing.
“
Consolidated Adjusted
EBITDA
” means, for any period, Consolidated EBITDA;
provided
,
however
, that if,
since the beginning of the twelve month period ending on the date for which
Consolidated Adjusted EBITDA is determined, the Borrower or any Consolidated
Restricted Subsidiary shall have made any Material Acquisition or Disposition
(other than a Disposition of Asphalt Assets), or a Subsidiary shall be
designated or redesignated as either an Unrestricted Subsidiary or a Restricted
Subsidiary, Consolidated Adjusted EBITDA shall be calculated giving pro forma
effect thereto as if such Material Acquisition or Disposition, consolidation,
merger, designation or redesignation had occurred on the first day of such
period. Such pro forma effect shall be determined (i) in good faith by the
Responsible Officer of General Partner, in its capacity as the sole general
partner of the Borrower, and (ii) without giving effect to any anticipated
or proposed change in operations, revenues, expenses or other items included in
the computation of Consolidated Adjusted EBITDA except as required by Regulation
S-X or with the consent of Administrative Agent;
provided
, that upon
one or more permitted Dispositions of the Asphalt Assets in accordance with
Section 7.06(h)
of this Agreement, for purposes of calculating Consolidated Adjusted EBITDA
under
Section
7.20
of this Agreement, Consolidated Adjusted EBITDA shall be calculated
giving pro forma effect thereto as if such Disposition had occurred on the first
day of such period, with Consolidated Adjusted EBITDA being reduced by the
actual Consolidated EBITDA attributable to such Disposition;
provided
,
further
that, upon
one or more permitted Dispositions of the Asphalt Assets in accordance with
Section 7.06(h)
of this Agreement, for purposes of calculating Consolidated Adjusted EBITDA
under
Section
7.16
of this Agreement, the Administrative Agent (in consultation with
the Lenders) and the Borrower shall determine in good faith appropriate
adjustments to the definition of Consolidated Adjusted EBITDA and the covenant
requirements set forth in
Section 7.16
of this
Agreement to preserve the original intent thereof in light of such
Disposition. Notwithstanding the foregoing or anything to the
contrary contained herein, Consolidated Adjusted EBITDA shall not be adjusted to
give pro forma effect to any acquisition of property from SemGroup or its
Subsidiaries or any Disposition of property to SemGroup and its Subsidiaries, in
each case if such acquisition or Disposition was made pursuant to the Master
Settlement Agreement and the transactions contemplated thereby.
“
Consolidated EBITDA
”
means, for any period, the sum of the Consolidated Net Income of the Borrower
and its Consolidated Restricted Subsidiaries during such period,
plus
(a) the
following: (i) to the extent deducted in calculating such Consolidated Net
Income, all Interest Expense for such period, (ii) to the extent deducted in
calculating such Consolidated Net Income, all income taxes (including any
franchise taxes to the extent based upon net income) for such period, (iii) to
the extent deducted in calculating such Consolidated Net Income, all
depreciation, amortization (including amortization of good will, debt issue
costs and amortization under FAS Rule 123) and other non-cash charges (including
any provision for the reduction in the carrying value of assets recorded in
accordance with GAAP, but excluding any non-cash charges that constitute an
accrual of or reserve for future cash charges) for such period and (iv) to the
extent deducted in calculating such Consolidated Net Income, all Costs of
Restructuring and
minus
(b) the
following to the extent included in calculating such Consolidated Net Income,
(i) all income tax credits for such period and (ii) all non-cash items of income
(other than account receivables and similar items arising from the normal course
of business and reflected as income under accrual methods of accounting
consistent with past practices) for such period. For avoidance of
doubt, Consolidated Net Income attributable to Unrestricted Subsidiaries and
Persons that are not Subsidiaries shall not be considered in calculating
Consolidated EBITDA except to the extent of actual cash distributions to the
Borrower or any of its Consolidated Restricted Subsidiaries by such Unrestricted
Subsidiaries or such other Persons. Notwithstanding anything to the
contrary contained in this Agreement, the actual cash distributions to the
Borrower or any of its Consolidated Restricted Subsidiaries by (i) Persons who
are not Subsidiaries or (ii) Unrestricted Subsidiaries during any period that
will be included in Consolidated EBITDA shall be limited in the aggregate to 15%
of the total actual Consolidated EBITDA for such period (which total actual
Consolidated EBITDA shall be determined without including any such
distributions). Notwithstanding the foregoing, to the extent any determination
of Consolidated EBITDA includes any period ended on or prior to January 31,
2009, Consolidated EBITDA shall, for each of the months below, be deemed to be
as follows:
Month Ended
|
Consolidated EBITDA
|
April
30, 2008
|
$8,848,000
|
May
31, 2008
|
$8,620,000
|
June
30, 2008
|
$9,634,000
|
July
31, 2008
|
($249,000)
|
August
31, 2008
|
$8,419,000
|
September
30, 2008
|
$9,891,000
|
October
31, 2008
|
$6,990,000
|
November
30, 2008
|
$7,334,000
|
December
31, 2008
|
$7,582,000
|
January
31, 2009
|
$7,352,000
|
“
Consolidated Leverage
Ratio
” means, for any date of determination, the ratio of (i)
Consolidated Funded Indebtedness on such date of determination to (ii)
Consolidated Adjusted EBITDA for the period of twelve months most recently ended
prior to the date of determination.
“
Consolidated Net
Income
” means, for any period, the Borrower’s and its Consolidated
Restricted Subsidiaries’ net income for such period, including any cash
dividends or distributions actually received from any other Person during such
period determined on a Consolidated basis in accordance with GAAP consistently
applied after eliminating earnings or losses attributable to outstanding
Minority Interests and excluding the net earnings of any Person other than a
Restricted Subsidiary in which the Borrower or any of its Restricted
Subsidiaries has an ownership interest. Consolidated Net Income shall not
include (i) any gain or loss from the Disposition of assets, (ii) any
extraordinary gains or losses, (iii) any non-cash gains or losses resulting from
mark to market activity as a result of the implementation of SFAS 133 or (iv)
any gain or loss resulting from the prepayment, repurchase or retirement of
Indebtedness.
“
Eligible Assignee
”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; (d) any
other Person (other than a natural person) approved by (i) the Administrative
Agent, the L/C Issuer and the Swing Line Lender and (ii) unless an Event of
Default has occurred and is continuing, the Borrower (each such approval not to
be unreasonably withheld or delayed); and (e) solely for any purchases of Term
Loans in accordance with
Section 10.06(i)
of
this Agreement, the Borrower;
provided
that, other
than as set forth in clause (e) of this definition, “
Eligible Assignee
”
shall not include the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.
“
Interest Coverage
Ratio
” means the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense for the twelve month period then ended.
“
Interest Expense
”
means, with respect to any period, the sum (without duplication) of the
following (in each case, eliminating all offsetting debits and credits between
the Borrower and its Restricted Subsidiaries and all other items required to be
eliminated in the course of the preparation of Consolidated financial statements
of the Borrower and its Restricted Subsidiaries in accordance with GAAP):
(a) all interest and commitment fees in respect of Indebtedness of the
Borrower or any of its Restricted Subsidiaries (including imputed interest on
Capital Lease Obligations or Synthetic Lease Obligations) which are accrued
during such period and whether expensed in such period or capitalized,
including, without limitation, the Additional Interest; plus (b) all fees,
expenses and charges in respect of letters of credit issued for the account of
the Borrower or any of its Restricted Subsidiaries, which are accrued during
such period and whether expensed in such period or capitalized.
“
Interest Payment
Date
” means, with respect to any Loan, the last Business Day of each
month (commencing September 30, 2008).
“
Letter of Credit
Sublimit
” means, as at any date of determination, an amount equal to
$10,000,000. The Letter of Credit Sublimit is part of, and not in addition to,
the Aggregate Revolver Commitments.
“
Material Adverse
Effect
” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, liabilities (actual or
contingent) or financial condition of the Borrower and its Restricted
Subsidiaries, taken as a whole; (b) a material impairment of the ability of any
Loan Party to perform its obligations under any Loan Document to which it is a
party; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to
which it is a party. Notwithstanding anything to the contrary set
forth herein, in no event shall
the filing of the
Chapter 11 cases of SemCrude L.P. and its affiliated debtors and
debtors-in-possession currently proceeding under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware, or any event or events leading thereto
,
resulting therefrom or
proximately caused thereby, be deemed to constitute a Material Adverse Effect,
pro
v
ided
that each such
event occurred prior to the Effective Date (as defined in the Consent, Waiver
and Amendment), and is known by the Borrower and has been disclosed to the Agent
and the Lenders.
“
Material Contract
”
means any contract or arrangement to which the Borrower or any of its Restricted
Subsidiaries is a party (other than the Loan Documents) that generates ten
percent (10%) or more of the aggregate revenue of the Borrower and its
Restricted Subsidiaries on a consolidated basis.
“
Maturity Date
” means
June 30, 2011.
“
Net Cash Proceeds
”
means the remainder of (a) the gross proceeds received by the Borrower or any
Restricted Subsidiary from (i) a Disposition, or (ii) the issuance of Additional
Debt, as applicable, less (b) underwriter discounts and commissions, investment
banking fees, legal, accounting and other professional fees and expenses,
transfer and similar taxes, the Borrower’s good faith estimate of income taxes
paid or payable in connection with such Disposition, with respect to any sale of
Asphalt Assets, any amount owed by the Borrower or any Restricted Subsidiary to
SemGroup or any of its Subsidiaries pursuant to the Membership Interest Transfer
Agreement, effective as of March 31, 2009, between SemMaterials, L.P. and
SemMaterials Energy Partners, L.L.C. and other usual and customary transaction
costs, in each case only to the extent paid or payable by the Borrower or a
Restricted Subsidiary in cash and related to such Disposition or Additional Debt
issuance, as applicable.
“
Swing Line Sublimit
”
means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate
Revolver Commitments. The Swing Line Sublimit is part of, and not in
addition to, the Aggregate Revolver Commitments.
8.
Further Amendment to Section
1.01 of the Credit Agreement
. Section 1.01 of the Credit
Agreement is hereby further amended by inserting the following defined terms in
their appropriate alphabetical order:
“
Additional Interest
”
has the meaning specified in
Section
2.09(f)
.
“
Asphalt Assets
” means
the assets of the Borrower and its Subsidiaries related to the Borrower’s
asphalt cement and residual fuel inventory terminalling and storage business;
including, without limitation, all such assets acquired pursuant to the Master
Settlement Agreement and the other documents, instruments and agreements
executed in connection therewith.
“
Borrower Assignment
Agreement
” means with respect to any assignment to the Borrower pursuant
to
Section
10.06(i)
hereof, an Assignment and Assumption Agreement substantially in
the form of Exhibit H, with such amendments or modifications as may be approved
by the Administrative Agent and the Borrower.
“
Borrower Assignment
Effective Date
” has the meaning specified in
Section
10.06(i)
.
“
Borrower Loan
Purchase
” means any purchase of Term Loans by the Borrower pursuant to
Section
10.06(i)
.
“
Capital Expenditures
”
means all expenditures for the acquisition or leasing (pursuant to a capital
lease) of assets or additions to equipment (including replacements, capitalized
repairs and improvements) which should be capitalized under GAAP.
“
Clearing Price
” has
the meaning specified in the Offer Document.
“
Consent, Waiver and
Amendment
” shall mean that certain Consent, Waiver and Amendment to
Credit Agreement, dated as of April ___, 2009, among the Borrower, the
Guarantors, the Administrative Agent and the Lenders party thereto.
“
Costs of
Restructuring
” means, without duplication, (a) all upfront, consent,
legal, professional, investment banking and advisory fees incurred as of the
Effective Date (as defined therein) of the Consent, Waiver and Amendment and
paid by the Borrower (whether or not incurred by the Borrower), in connection
with (i) the negotiation and execution, delivery and performance of the
Borrower’s obligations under each amendment, consent, waiver and forbearance
agreement in connection with this Agreement and (ii) the Chapter 11 cases of
SemCrude L.P. and its affiliated debtors and debtors-in-possession currently
proceeding under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware, all litigation,
investigations, examinations and potential asset sale transactions resulting
therefrom or related thereto and the negotiation, execution, delivery and
performance of the Master Settlement Agreement and the transactions contemplated
thereby,
plus
(b) any additional upfront, consent, legal, professional, investment banking and
advisory fees incurred in connection with any of the foregoing,
plus
(c) all other
restructuring expenses or charges in an amount not to exceed, in the aggregate,
an additional $5 million through the Maturity Date.
“
Excess Cash Flow
”
means, with respect to any fiscal year (a) Consolidated EBITDA for such
fiscal period,
minus
(b) the sum of (i) the cash portion of interest expense paid during
such fiscal period, (ii) the cash portion of income taxes (including any
franchise taxes to the extent based upon net income) paid during such period,
(iii) all scheduled principal payments made in cash in respect of the Term
Loans during such period, (iv) the cash portion of Capital Expenditures
made during such fiscal period, and (v) principal payments made in cash
during such period in respect of Capital Lease Obligations;
provided
that,
notwithstanding anything to the contrary contained herein, Excess Cash Flow for
the fiscal year ending December 31, 2009 shall be calculated based on the nine
(9) month period commencing April 1, 2009 and ending December 31,
2009.
“
Expiration Time
” has
the meaning specified in the Offer Document.
“
Master Settlement
Agreement
” shall mean that certain Master Agreement, effective as of
March 31, 2009, among SemGroup, L.P., SemManagement, L.L.C., SemOperating G.P.,
L.L.C., SemMaterials, L.P., K.C. Asphalt, L.L.C., SemCrude, L.P., Eaglwing,
L.P., SemGroup Holdings, L.P., the Borrower, SemGroup Energy Partners G.P.,
L.L.C., SemGroup Energy Partners Operating, L.L.C., SemGroup Energy Partners,
L.L.C., SemGroup Crude Storage, L.L.C., SemPipe G.P., L.L.C., SemMaterials
Energy Partners, L.L.C., SemPipe, L.P. and SGLP Management, Inc.
“
Maximum Offer Amount
”
has the meaning specified in the Offer Document.
“
Maximum Permitted
Offer
” has the meaning specified in
Section
10.06(i)
.
“
Maximum Purchase
Price
” has the meaning specified in the Offer Document.
“
Offer
” has the
meaning specified in
Section
10.06(i)
.
“
Offer Document
” means
a Notice of an Offer to Purchase by the Borrower, together with all the
attachments thereto, all in the form of Exhibit I, as the same may be amended or
modified from time to time.
“
Purchase Notice
” has
the meaning specified in
Section
10.06(i)
.
9.
Further Amendment to Section
1.01 of the Credit Agreement
. Section 1.01 of the Credit
Agreement is hereby further amended by deleting the following defined terms in
their entirety: Consolidated Senior Secured Leverage Ratio,
Investment Bank, Omnibus Agreement, Terminal Access and Use Agreement,
Terminalling and Storage Agreement, Throughput Agreement and Transformation
Officer.
10.
Amendment to Section
2.5(g)
. Section 2.05(g) of the Credit Agreement is hereby
amended to include the following before the “.” at the end of such
provision:
“
provided
, that in the
case of prepayments of Revolver Loans under
Section 2.05(d)
or
(e)
, the
Aggregate Revolver Commitments shall be permanently reduced in an amount equal
to the aggregate prepayment of the principal amount of such Revolver
Loans.”
11.
Amendment to Section 2.05(h)
of the Credit Agreement
. Section 2.05(h) of the Credit
Agreement is hereby amended in its entirety to read as follows:
(h) Within
two (2) Business Days after the Borrower’s receipt of cash proceeds of an
offering of Equity Interests of the Borrower, the Borrower shall pay to the
Administrative Agent for the account of the Term Loan Lenders an amount equal to
50% of the net cash proceeds of such offering of Equity
Interests. Each prepayment under this
Section 2.05(h)
shall
be applied to ratably prepay the Term Loans. The amount of net cash
proceeds of each offering of Equity Interest not used to prepay the Term Loans
pursuant to this
Section 2.05(h)
may
be retained by the Borrower for use in its business and may be used for the
purchase of outstanding Term Loans as permitted by
Section
10.06(i)
.
12.
Further Amendments to
Section 2.05 of the Credit Agreement
. Section 2.05 of the
Credit Agreement is hereby amended by inserting new clauses (i), (j) and (k)
thereto, to read in their entirety as follows:
(i) The
Borrower shall pay to the Administrative Agent for the account of the Term
Lenders on the dates set forth on the grid below (or if any such date is not a
Business Day, on the immediately succeeding Business Day), an amount equal to
the amount set forth on the grid below for such date. Each prepayment
under this
Section
2.05(i)
shall be applied to ratably (as among the Term Lenders) prepay
the outstanding principal amount of the Term Loans.
Payment
Date
:
Amortization
Payment
:
March 31,
2010
$2,000,000.00
June 30,
2010
$2,000,000.00
September
30,
2010
$2,500,000.00
December
31,
2010
$2,500,000.00
March 31,
2011
$2,500,000.00
(j) Within
90 days after the end of each fiscal year of the Borrower, commencing with the
fiscal year ending December 31, 2009, the Borrower shall pay to the
Administrative Agent for the account of the Lenders an amount equal to 50% of
the Excess Cash Flow at such fiscal year end. Each prepayment under
this
Section
2.05(j)
shall be applied to ratably prepay the Loans. The
amount of Excess Cash Flow not used to prepay the Loans pursuant to this
Section 2.05(j)
may
be retained by the Borrower for use in its business and may be used for the
purchase of outstanding Term Loans as permitted by
Section
10.06(i)
. In the case of prepayments of Revolver Loans, the
Aggregate Revolver Commitments shall be permanently reduced in an amount equal
to the aggregate prepayment of the principal amount of such Revolver
Loans.
(k) If
at any time the sum of all Cash Equivalents and cash-on-hand of the Borrower and
its Subsidiaries exceeds $15 million for a period of two (2) consecutive
Business Days, the excess amount shall be applied ratably as a mandatory
prepayment of the Revolver Loans, to the extent any Revolver Loans are then
outstanding, within one (1) Business Day following such second consecutive
Business Day,
provided
that the
Aggregate Revolver Commitments shall not be ratably reduced as a result of a
prepayment under this subsection (k).
13.
Amendment to Section 2.09 of
the Credit Agreement
. Section 2.09 of the Credit Agreement is
hereby amended by inserting a new clause (f) thereto, to read in its entirety as
follows:
(f)
Additional
Interest
. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with such Lender’s Applicable
Percentage a fee on the payment dates set forth on the grid below (or if any
such date is not a Business Day, on the immediately succeeding Business Day)
equal to the product of (i) the sum of the Aggregate Revolver Commitments and
the Total Term Outstandings of the Lenders in effect on the payment date set
forth on the grid below and (ii) the applicable percentage set forth on the grid
below (such amount, the “
Additional
Interest
”). Such Additional Interest shall be fully earned and
payable on the payment dates indicated on the grid below.
Payment
Date
:
Applicable
Percentage
:
October
6,
2009
0.50%
April 6,
2010
0.50%
October
6,
2010
1.00%
April 6,
2011
1.00%
14.
Amendment to Section 4.02 of
the Credit Agreement
. Section 4.02 of the Credit Agreement is
hereby amended by
(a)
deleting
the “.” at the end of subsection (f) thereof and replacing it with “;
and”,
(b)
inserting
a new clause (g) thereafter, to read in its entirety as follows:
“(g) after
giving effect to the receipt of the proceeds of the requested Borrowing (other
than a Loan Notice requesting only a conversion of Loans to the other Type, or a
continuation of a Eurodollar Rate Loans) and the anticipated cash receipts and
cash uses of the Borrower and its Subsidiaries on the date of the applicable
Borrowing and the next Business Day, the sum of all Cash Equivalents and
cash-on-hand of the Borrower and its Subsidiaries on such next Business Day
shall not be in excess of $15 million.”; and
(c)
replacing
“
Sections 4.02(a)
through (f)
” in the last paragraph of such section, and replacing it with
“
Sections 4.02(a)
through (g)
”.
15.
Amendment
to Section 6.01 of the Credit Agreement. Section 6.01 of the Credit
Agreement is hereby amended by adding the following subsection (c):
“(c) as
soon as available, but in any event within 30 days after the end of each month,
a Consolidated and, in the event that the Borrower designates any Subsidiary as
an Unrestricted Subsidiary, a consolidating balance sheet of the Borrower and
its Subsidiaries as at the end of such month, and the related Consolidated and
consolidating, if any, statements of income or operations, partners’ capital and
cash flows for such month and for the portion of the Borrower’s fiscal year then
ended, setting forth in each case in comparative form the figures for the
corresponding month of the previous fiscal year and the corresponding portion of
the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, any such consolidating statements to be for the Borrower and its
Restricted Subsidiaries on a combined basis and the Borrower’s Unrestricted
Subsidiaries on a combined basis and such Consolidated statements to be
certified by a Responsible Officer of General Partner, in its capacity as the
sole general partner of the Borrower, as fairly presenting, in all material
respects, the financial condition, results of operations, partners’ capital and
cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject
only to normal year-end audit adjustments and the absence of
footnotes. In the event the Borrower (or any Restricted Subsidiary)
does not deliver such financial information within the 30 day period set forth
in this Section 6.01(c), the Borrower (or such Restricted Subsidiary) shall have
a grace period of three days to deliver such information,
provided
that such
grace period shall commence upon the expiration of the 30-day period with no
further notice to the Borrower (or such Restricted Subsidiary) by the
Administrative Agent or any Lender.”
16.
Amendment to Section 6.02 of
the Credit Agreement
. Section 6.02 of the Credit Agreement is
hereby amended by
(a)
deleting
subsections (m) and (n) in their entirety and replacing them with the
following:
“(m) no
later than the third day of each month, an updated rolling 13-week forecast
(“
Forecast
”) of
cash receipts and disbursements for the next succeeding 13-week period
substantially in the form attached to this Agreement as Exhibit K;
(n) on
a monthly basis, the Borrower shall deliver to the Administrative Agent a
written report detailing material developments relating to the Borrower and the
Guarantors, including without limitation, the state of their businesses, which
report shall be certified by a Responsible Officer and shall be delivered no
later than five (5) Business Days following the end of the previous month.”;
and
(b)
deleting
subsections (o) through (s) in their entirety.
17.
Further amendment to Article
VI of the Credit Agreement
. Article VI of the Credit Agreement
is hereby amended by adding new Section 6.22, as follows:
“Section
6.22
Grant and Perfection of
Security Interests; Further Assurances
.The Borrower shall use
commercially reasonable efforts to take, or cause to be taken, all action, and
to do, or cause to be done, all things necessary under applicable laws and
regulations, and will deliver such documentation and take all such further
actions as may be necessary, (a) to grant to the Administrative Agent, for the
benefit of the Lenders, a continuing security interest in Collateral acquired in
connection with the Master Settlement Agreement, and to perfect and continue the
perfected security interests of the Administrative Agent in such Collateral and
(b) to amend, modify or supplement any Security Document or other applicable
documentation, including, without limitation, with respect to the applicable
Grantor’s title to the Collateral pledged thereby, as may be necessary to ensure
the Administrative Agent’s continuing and perfected security interest in such
Collateral.”
18.
Amendment
to Section 7.02 of the Credit Agreement. Section 7.02 of the Credit
Agreement is hereby amended by:
(a)
adding
the following at the end of subsection (e), between “Acquisitions” and
“;”:
“,
provided
that, from
and after the Effective Date (as defined in the Consent, Waiver and Amendment),
the aggregate amount of such Investments, when combined with Investments
permitted under subsection (h) will not exceed $15 million”;
(b)
adding
the following at the end of subsection (h), between “thereby” and
“;”:
“,
provided
that, from
and after the Effective Date (as defined in the Consent, Waiver and Amendment),
the aggregate amount of such Investments, when combined with Investments
permitted under subsection (e) will not exceed $15 million”; and
(c)
deleting
the “and” at the end of subsection (i) and by deleting the “.” and inserting the
following at the end of subsection (j):
“; and
(k) Investments contemplated under the
Master Settlement Agreement.”
19.
Amendment to Section 7.06 of
the Credit Agreement
. Section 7.06 of the Credit Agreement is
hereby amended
(a)
in clause
(i) of subsection (c), by deleting “at least 75%” and replacing it with
“100%”;
(b)
by adding
the following at the end of subsection (d), between “Guarantor” and
“;”:
“and
provided
,
further
, that this
clause (d) shall not apply to Dispositions under subsection (h) of this Section
7.06”;
(c)
by adding
new subsection (h), as follows:
“(h) Dispositions
of the Asphalt Assets in one or more transactions,
provided
that any
such Disposition shall be (i) pursuant to an arms’ length transaction among the
parties to such Disposition, (ii) to an entity that is not an Affiliate, and
(iii) for a purchase price that is paid in cash only, and
provided
further that
100% of the Net Cash Proceeds of any such Disposition must be applied to prepay
the Loans in accordance with
Section 2.05
(d)
;”;
and
(d)
by
deleting the reference to subsection (g) in the last proviso of the first
sentence and replacing it with “(h)”.
20.
Amendment to Section 7.07 of
the Credit Agreement
. Section 7.07 of the Credit Agreement is
hereby amended by changing the “.” at the end of subsection (e) to a “;”, and
inserting the following proviso at the margin: “
provided
, that, for
purposes of subsections (d) and (e), no distribution shall be permitted under
this
Section
7.07
if, after giving pro forma effect to such distribution, the
Consolidated Leverage Ratio is greater than 3.50 to 1.00”.
21.
Amendment to Section 7.16 of
the Credit Agreement
. Section 7.16 of the Credit Agreement is
hereby amended and restated in its entirety as follows: “For each
applicable date of determination indicated below, permit the Consolidated
Leverage Ratio to be greater than the ratio indicated beside such date of
determination:
Date of Determination
|
Maximum Consolidated Leverage
Ratio
|
March
31, 2009
|
5.50:1.00
|
April
30, 2009
|
6.50:1.00
|
May
31, 2009
|
6.50:1.00
|
June
30, 2009
|
6.50:1.00
|
July
31, 2009
|
7.50:1.00
|
August
31, 2009
|
7.50:1.00
|
September
30, 2009
|
7.50:1.00
|
October
31, 2009
|
9.25:1.00
|
November
30, 2009
|
9.25:1.00
|
December
31, 2009
|
9.25:1.00
|
January
31, 2010
|
9.75:1.00
|
February
28, 2010
|
9.75:1.00
|
March
31, 2010
|
9.75:1.00
|
April
30, 2010
|
9.75:1.00
|
May
31, 2010
|
9.75:1.00
|
June
30, 2010
|
8.75:1.00
|
July
31, 2010
|
8.75:1.00
|
August
31, 2010
|
8.75:1.00
|
September
30, 2010
|
8.00:1.00
|
October
31, 2010
|
8.00:1.00
|
November
30, 2010
|
8.00:1.00
|
December
31, 2010
|
7.25:1.00
|
January
31, 2011
|
7.25:1.00
|
February
28, 2011
|
7.25:1.00
|
March
31, 2011
|
6.75:1.00
|
April
30, 2011
|
6.75:1.00
|
May
31, 2011
|
6.75:1.00
|
June
30, 2011
|
6.75:1.00
|
22.
Amendment to Section 7.17 of
the Credit Agreement
.
Section 7.17
of the
Credit Agreement is hereby amended and restated in its entirety as
follows: “For each applicable date of determination indicated below,
permit the Interest Coverage Ratio to be less than the ratio indicated beside
such date of determination:
Date of Determination
|
Minimum Interest Coverage
Ratio
|
March
31, 2009
|
2.50:1.00
|
April
30, 2009
|
1.75:1.00
|
May
31, 2009
|
1.75:1.00
|
June
30, 2009
|
1.75:1.00
|
July
31, 2009
|
1.40:1.00
|
August
31, 2009
|
1.40:1.00
|
September
30, 2009
|
1.40:1.00
|
October
31, 2009
|
1.10:1.00
|
November
30, 2009
|
1.10:1.00
|
December
31, 2009
|
1.10:1.00
|
January
31, 2010
|
1.00:1.00
|
February
28, 2010
|
1.00:1.00
|
March
31, 2010
|
1.00:1.00
|
April
30, 2010
|
1.00:1.00
|
May
31, 2010
|
1.00:1.00
|
June
30, 2010
|
1.10:1.00
|
July
31, 2010
|
1.10:1.00
|
August
31, 2010
|
1.10:1.00
|
September
30, 2010
|
1.10:1.00
|
October
31, 2010
|
1.10:1.00
|
November
30, 2010
|
1.10:1.00
|
December
31, 2010
|
1.20:1.00
|
January
31, 2011
|
1.20:1.00
|
February
28, 2011
|
1.20:1.00
|
March
31, 2011
|
1.25:1.00
|
April
30, 2011
|
1.25:1.00
|
May
31, 2011
|
1.25:1.00
|
June
30, 2011
|
1.25:1.00
|
23.
Further Amendment to Article
VII of the Credit Agreement
.
Article VII
is hereby
amended by deleting Sections 7.20, 7.21 and 7.22 thereof in their entirety, and
inserting new Sections 7.20 and 7.21, as follows:
“
Section
7.20
Minimum Consolidated
Adjusted EBITDA
. For each applicable date of determination
indicated below, permit Consolidated Adjusted EBITDA for the period of twelve
consecutive months ending on the dates set forth below to be less than the
amount indicated beside such date of determination:
Date of Determination
|
Minimum Consolidated Adjusted
EBITDA
|
March
31, 2009
|
$82,900,000
|
April
30, 2009
|
$66,500,000
|
May
31, 2009
|
$66,500,000
|
June
30, 2009
|
$66,500,000
|
July
31, 2009
|
$59,700,000
|
August
31, 2009
|
$59,700,000
|
September
30, 2009
|
$59,700,000
|
October
31, 2009
|
$47,900,000
|
November
30, 2009
|
$47,900,000
|
December
31, 2009
|
$47,900,000
|
January
31, 2010
|
$45,400,000
|
February
28, 2010
|
$45,400,000
|
March
31, 2010
|
$45,400,000
|
April
30, 2010
|
$45,400,000
|
May
31, 2010
|
$45,400,000
|
June
30, 2010
|
$50,200,000
|
July
31, 2010
|
$50,200,000
|
August
31, 2010
|
$50,200,000
|
September
30, 2010
|
$54,900,000
|
October
31, 2010
|
$54,900,000
|
November
30, 2010
|
$54,900,000
|
December
31, 2010
|
$60,900,000
|
January
31, 2011
|
$60,900,000
|
February
28, 2011
|
$60,900,000
|
March
31, 2011
|
$64,000,000
|
April
30, 2011
|
$64,000,000
|
May
31, 2011
|
$64,000,000
|
June
30, 2011
|
$65,100,000
|
Notwithstanding
the foregoing, in the event one or more of the Asphalt Assets listed on
Schedule 7.21(a)
to
this Agreement is Disposed of in accordance with
Section 7.06(h)
of
this Agreement, the minimum Consolidated Adjusted EBITDA amounts set forth above
will be reduced, commencing with the first day of the month in which such
Disposition occurs and all subsequent periods, by an amount equal to (i) (A) the
number of barrels of asphalt corresponding to such Disposed Asphalt Assets, as
set forth on
Schedule
7.21(a)
to this Agreement, divided by (B) 6,647,864, multiplied by (ii)
the projected Consolidated EBITDA of all Asphalt Assets for such date of
determination and each subsequent date of determination, as set forth on
Schedule 7.21(b)
to
this Agreement.
Section
7.21
.
Capital
Expenditures
. (a) For fiscal years 2009 and 2010, for the
period beginning on January 1 of each such fiscal year and ending on the last
date of each such fiscal year, and (b) for the fiscal period beginning on
January 1, 2011 and ending on the Maturity Date, permit the aggregate amount of
payments for each such fiscal year or fiscal period, as applicable, made for
Capital Expenditures of the Borrower and its Subsidiaries on a consolidated
basis, including Capital Lease Obligations, to exceed the amount indicated below
beside the end date of such fiscal year or fiscal period; provided, however, in
the event the Borrower and its Subsidiaries do not expend the entire Capital
Expenditure limitation in any such fiscal year, the Borrower and its
Subsidiaries may carry forward to the immediately succeeding fiscal year or
fiscal period such unutilized portion. All Capital Expenditures shall
first be applied to reduce the carry-forward from the previous fiscal year, if
any, and then to reduce the applicable Capital Expenditure
limitation:
Fiscal Period End Date
|
Maximum Capital
Expenditures
|
December
31, 2009
|
$12,500,000
|
December
31, 2010
|
$8,000,000
|
June
30, 2011
|
$4,000,000
|
Without
limiting the foregoing, each Compliance Certificate shall contain a
certification as to the portion of the available amount, if any, used for
Capital Expenditures by the Borrower and its Subsidiaries on a consolidated
basis (i) for the applicable month and (ii) in the aggregate, for the applicable
fiscal year (inclusive of such month).
24.
Amendment to Section 8.01 of
the Credit Agreement
. Section 8.01 of the Credit Agreement is
hereby amended by
(a)
inserting
the word “or” at the end of subsection (l). For the avoidance of
doubt,
Section
8.01
is further amended by deleting subsections (m) and (n) in their
entirety.
25.
Amendment to Section 10.06
of the Credit Agreement
. Section 10.06 of the Credit Agreement
is hereby amended by inserting a new
Section 10.06(i)
as
follows:
“(i)
Certain Permitted Term Loan
Purchases
. Notwithstanding anything to the contrary contained in this
Section 10.06
or any other provision of this Agreement, so long as (x) no Default or Event of
Default has occurred and is continuing or would result therefrom and (y) such
purchase is made with any combination of (I) net cash proceeds from an offering
of Equity Interests as permitted by
Section 2.05(h)
or
(II) Excess Cash Flow as permitted by
Section 2.05(j)
, the
Borrower may purchase outstanding Term Loans on the following
basis:
(i) At any time prior to
March 31, 2011, the Borrower may notify the Administrative Agent in the form of
Exhibit J hereto (each, a “
Purchase Notice
”)
that it wishes to make one or more offers to Term Loan Lenders to purchase the
Term Loans pursuant to the Offer Document (each, an
“
Offer
”
) in an aggregate amount
specified by the Borrower, with such Offer to be consummated pursuant to the
terms of the Borrower Assignment Agreement,
provided
that (1) any
Offer to repurchase and prepay Term Loans shall be made to all holders of the
Term Loans at the time of such Offer and (2) each Offer shall be outstanding for
at least three (3) Business Days. The Borrower shall have the right,
in accordance with the procedures in the Offer Document, to purchase the Term
Loans, for cash, at a purchase price determined in accordance with the Offer set
forth in the Offer Document;
provided
that no
Offer in accordance with the terms of this
Section 10.06(i)
shall be (A) less than $5,000,000 in aggregate principal amount of the
outstanding Term Loans for each Offer undertaken by the Borrower (or such lesser
amount as shall constitute the aggregate unused amount of the Maximum Permitted
Offers), or (B) in an amount that, when added to the amount of all previous
accepted Offers, would (if accepted) cause the aggregate amount of all accepted
Offers to exceed $200 million (the
“Maximum Permitted
Offers
”); and
provided
further
that each
assignment of Term Loans pursuant to this
Section 10.06(i)(i)
shall be in an aggregate amount of not less than $500,000 (or such lesser amount
(x) as may be agreed to by Borrower and Administrative Agent, (y) as shall
constitute the aggregate amount of the Term Loans of the assigning Lender, or
(z) as shall constitute the aggregate pro rata share of the Term Loans of the
assigning Lender in the event of pro ration as contemplated in the Offer
Document).
(ii) In connection with any
assignment pursuant to
Section 10.06(i)
,
each of the assigning Lender and the Borrower in its capacity as purchaser of
the tendered Term Loans acknowledges as of the Borrower Assignment Effective
Date (as defined below) that (i) the Borrower Loan Purchase and the assignment
are in accordance with the terms of
Section 10.06(i)
,
(ii) the other party to the Borrower Assignment Agreement currently may
have, and later may come into possession of, information regarding the Loan
Documents or the Credit Parties that is not known to it and that may be material
to a decision to enter into the Borrower Assignment Agreement (
“
Excluded
Information
”
),
(iii) it has independently and without reliance on the other party made its own
analysis and determined to enter into the Borrower Assignment Agreement and to
consummate the transactions contemplated thereby notwithstanding its lack of
knowledge of the Excluded Information and (iv) the other party shall have no
liability to it, and it hereby to the extent permitted by law waives and
releases any claims it may have against the other party under applicable laws or
otherwise, with respect to the nondisclosure of the Excluded Information in
connection with such assignment;
provided
that the
Excluded Information shall not and does not affect the truth or accuracy of the
representations or warranties of such party in the Standard Terms and Conditions
set forth in the Borrower Assignment Agreement. Each of the assigning
Lender and the Borrower in its capacity as purchaser of the tendered Term Loans
further acknowledges that the Excluded Information may not be available to the
Administrative Agent or the other Lenders. In connection with any
Offer, the Borrower shall provide to all Term Lenders to whom such Offer is made
all information that, together with any previously provided information, would
satisfy the requirements of applicable law.
(iii) The Borrower
acknowledges and agrees that it will make payment of the purchase price for Term
Loans (including all accrued interest, if any, with respect to the Term Loans
purchased, through the date of such purchase) accepted for payment pursuant to
the Offer Documents by transmitting funds directly to the assigning Lender in
accordance with the terms of the Offer Document.
(iv) Assignment of any
Borrower Loan Purchases shall be effective upon recordation in the Register (in
the manner set forth below) by the Administrative Agent following receipt of a
fully executed Borrower Assignment Agreement effecting the assignment thereof
(as provided in
Section
10.06(c)
). Each assignment shall be recorded in the Register
on the Business Day the Borrower Assignment Agreement is received by the
Administrative Agent, if received by 12:00 noon New York City time, and on the
following Business Day if received after such time, prompt notice thereof shall
be provided to Borrower and a copy of such Borrower Assignment Agreement shall
be maintained, as applicable. The date of such recordation of a
transfer shall be referred to herein as the “
Borrower Assignment
Effective Date
.” The provisions of
Section 10.06(b)
shall not be applicable to any Borrower Loan Purchases consummated pursuant to
Section
10.06(i)
.
(v) No Borrower Loan
Purchase pursuant to this
Section 10.06(i)
shall be deemed to be a voluntary prepayment.
(vi) Following a Borrower
Loan Purchase, no interest shall accrue from and after the Borrower Assignment
Effective Date on any Term Loans purchased by the Borrower and such purchased
Term Loans shall be deemed cancelled or retired for all purposes and no longer
outstanding (and may not be resold by the Borrower), for all purposes of this
Agreement and all other Loan Documents (notwithstanding any provisions herein or
therein to the contrary), including, but not limited to (A) the making of, or
the application of, any payments to the Lenders under this Agreement or any
other Loan Document, (B) the making of any request, demand, authorization,
direction, notice, consent or waiver under this Agreement or any other Loan
Document, (C) the providing of any rights to the Borrower as a Lender under this
Agreement or any other Loan Document, (D) the determination of Required Lenders
or (E) the calculation of financial covenants, or for any similar or related
purpose, under this Agreement or any other Loan Document.
(vii) The Lenders hereby
consent to the transactions described in this
Section 10.06(i)
and
waive the requirements of any provision of this Agreement and any other Loan
Document that might otherwise result in a breach of this Agreement, a Default or
an Event of Default as a result of or in connection with the consummation of any
Borrower Loan Purchase. The Lenders acknowledge that repurchases made
by the Borrower pursuant to this Section 10.06(i) may result in the payment of
Term Loans on a non-pro rata basis.
(viii) The provisions of
this
Section
10.06(i)
shall not require the Borrower to undertake and consummate any
Offer;
provided
that to the extent the Borrower undertakes to consummate any Offer, it shall
purchase the principal amount of all validly tendered Term Loans at or below the
Clearing Price up to the Maximum Offer Amount. Notwithstanding
anything herein to the contrary, to the extent the Borrower terminates, cancels
or withdraws any Offer, it shall not be permitted to submit another Purchase
Notice to the Administrative Agent for a period of ten consecutive Business
Days.”
(ix) All references to
purchases made by the Borrower pursuant to this
Section 10.06(i)
in
this Amendment, in any Offer Document or in any other Loan Document shall
include any purchase made by a Subsidiary or by the Borrower on behalf of any
Subsidiary.
26.
Schedules to Credit
Agreement
. The Schedules to the Credit Agreement are amended
by adding the following new Schedules thereto as set forth in Annex 2 attached
hereto.
Schedule
6.20
Unrestricted Subsidiaries
Schedule
7.21(a) Asphalt
Assets
Schedule
7.21(b) Projected
EBITDA of Asphalt Assets
27.
Exhibits to Credit
Agreement
. The Exhibits to the Credit Agreement are amended by
(i) deleting Exhibit C in its entirety and replacing it with the form attached
hereto; and (ii) adding the following new Exhibits thereto as set forth in Annex
3 attached hereto:
Exhibit
H Form
of Borrower Assignment Agreement
Exhibit
I
Form of Offer Document
Exhibit
J
Form of Purchase Notice
Exhibit
K Form
of Forecast
28.
Representations and
Warranties
. The Borrower represents and warrants to the
Administrative Agent and the Lenders that the following statements are true,
correct and complete:
(a)
Representations and
Warranties
. After giving effect to this Amendment, each of the
representations and warranties made by the Borrower and the Guarantors pursuant
to the Credit Agreement, as amended hereby, and the other Loan Documents is true
and correct on and as of the date of this Amendment in all material respects,
except to the extent such representations and warranties expressly relate to an
earlier date.
(b)
No Default or Event of
Default
. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
(c)
Execution, Delivery and
Enforceability
. This Amendment has been duly and validly
executed and delivered by the Borrower and the Guarantors and constitutes their
legal, valid and binding obligations, enforceable against the Borrower and the
Guarantors in accordance with its terms, except as such enforceability may be
limited by applicable Debtor Relief Laws and by general principles of
equity.
(d)
Payment of
Fees
. Neither the Borrower nor any of its Restricted
Subsidiaries has paid, nor will they pay (directly or indirectly), any advising
or management fees or other fees or expenses of Manchester Securities Corp.,
Elliott Management Corporation or Alerian Finance Partners, LP, or any of their
affiliates (excluding SemGroup Energy Partners, G.P., L.L.C.), it being
understood that this subsection shall not prohibit the payment on account of (i)
an existing right of indemnification pursuant to Borrower’s limited partnership
agreement and (ii) partner distributions, but only to the extent permitted by
the Credit Agreement, as amended.
29.
Conditions to
Effectiveness
. This Amendment shall be effective as of the
date (the “
Effective
Date
”) when and if each of the following conditions is satisfied,
provided
that upon
the occurrence of the Effective Date, the consents, waivers and releases of the
Administrative Agent and the Lenders party hereto set forth in Section 2 shall
be deemed effective as of March 31, 2009.
(a)
Execution and
Delivery
. The Administrative Agent shall have received a
counterpart of this Amendment executed and delivered by the Borrower, each of
the Guarantors and the Required Lenders,
provided
that in the
event that it is judicially determined that any provision of this Amendment
required the consent of all of the Lenders and such Lenders did not approve this
Amendment, then only such provision shall be ineffective and the balance of this
Amendment, if approved by the Required Lenders, shall remain in full force and
effect.
(b)
No Default or Event of Default;
Accuracy of Representations and Warranties
. The Borrower shall
deliver to the Administrative Agent a certificate of a Responsible Officer
certifying that, after giving effect to this Amendment, no Default or Event of
Default shall exist and each of the representations and warranties made by the
Borrower and the Guarantors herein and in or pursuant to the Credit Agreement
and the other Loan Documents shall be true and correct in all material respects
as if made on and as of the date on which this Amendment becomes effective,
except to the extent such representations and warranties expressly relate to an
earlier date.
(c)
Fees
. The Borrower
shall have paid the following amounts and fees:
(i)
for the
benefit of each Lender who executes and delivers a counterpart of this Amendment
to the Agent by 2:00 p.m. (Eastern time) on April 7, 2009, a fee equal to (x)
2.00% of the sum of (
1
) such Lender’s
Revolver Commitment and (
2
) such Lender’s pro
rata portion of the Total Term Outstandings, in each case after giving effect to
this Amendment,
less
(y) the amount,
if any, received by such Lender on account of such Lender’s consent to the Third
Amendment to Forbearance Agreement; and
(ii)
for the
benefit of the Administrative Agent, the fees set forth in that certain letter
agreement, dated March 30, 2009, between the Borrower and the Administrative
Agent.
(d)
Consents and Approvals
.
All necessary consents
and approvals to the amendment shall have been obtained.
(e)
Expense
Reimbursements
. The Borrower shall have paid all reasonable
invoices presented to the Borrower for expense reimbursements (including
reasonable attorneys’ and financial advisors’ fees and disbursements) due to the
Administrative Agent and the Lenders in accordance with Section 10.04 of the
Credit Agreement.
(f)
Master Settlement
Agreement
. The Master Settlement Agreement shall have been
duly authorized, executed and delivered by each of the parties thereto, and,
upon the execution and delivery of this Amendment by the Borrower, its
Restricted Subsidiaries, the Administrative Agent and the Required Lenders, the
transfer of assets to the Borrower and its Restricted Subsidiaries contemplated
pursuant to the Master Settlement Agreement shall be effective so as to grant to
the Administrative Agent, for the benefit of the Lenders, a first priority Lien
on and security interest in all such assets (except to the extent such assets
may be subject to Liens otherwise permitted under Section 7.01 of the Credit
Agreement), to secure the Secured Obligations (as defined in the Pledge and
Security Agreement).
30.
Subsequent Lender
Consents
. If any Lender executes and delivers a counterpart of
this Amendment to the Agent after 2:00 p.m. (Eastern time) on April 7, 2009, the
Borrower may, in its sole discretion, pay a fee to such Lender equal to 2.00% of
the sum of (
1
)
such Lender’s Revolver Commitment and (
2
) such Lender’s pro
rata portion of the Total Term Outstandings, in each case after giving effect to
this Amendment,
less
(y) the amount,
if any, received by such Lender on account of such Lender’s consent to the Third
Amendment to Forbearance Agreement. If the Borrower elects to make
any such payment, such Lender shall, for all purposes of this Agreement, be a
consenting Lender hereunder.
31.
Release
. For
purposes of this
Section
31
, the following
terms shall have the following definitions:
“
Related Parties
”
shall mean, with respect to any released party, such party’s parents,
subsidiaries, affiliates, successors, assigns, predecessors in interest,
officers, directors, employees, agents, representatives, attorneys, financial
advisors, accountants and shareholders, if any.
“
Claims
” shall
mean any and all claims, losses, debts, liabilities, demands,
obligations, promises, acts, omissions, agreements, costs, expenses, damages,
injuries, suits, actions, causes of action, including without limitation, any
and all rights of setoff, recoupment or counterclaim of any kind or nature
whatsoever, in law or in equity, known or unknown, suspected or unsuspected,
contingent or fixed.
Excluding only the continuing
obligations of the Lenders and the Administrative Agent under the Credit
Agreement, the Loan Documents and this Amendment, the Borrower and each
Guarantor, effective as of the effective date of this Amendment, hereby
releases, acquits and forever discharges the Lenders and the Administrative
Agent, and each of them, and their respective Related Parties, of and from any
and all Claims arising out of, related or in any way connected with the Credit
Agreement, the Loan Documents or the transactions contemplated by any thereof,
including, without limitation, any action or failure to act, prior to the
effective date of this Amendment, in response to or otherwise in connection with
the events or circumstances arising under or otherwise related to the Credit
Agreement, the Loan Documents or any Defaults or Events of Default occurring
under the Credit Agreement or the Loan Documents, in each case to the extent,
and only to the extent, that (i) such Claims arose prior to the effective date
of this Amendment, (ii) such Claims result or derive from actions taken or not
taken by a releasee in its capacity(ies) as a Lender(s) or as Administrative
Agent under the Credit Agreement or the Loan Documents, and (iii) such Claims do
not result or derive from actions taken or not taken by a releasee with respect
to or in relation to SemGroup, SemCrude L.P., SemMaterials, L.P., K.C. Asphalt,
L.L.C. or any of their affiliates (other than the Borrower and the
Guarantors).
32.
Acknowledgement
. The
Borrower hereby confirms and acknowledges as of the date hereof that it is
validly and justly indebted to the Administrative Agent and the Lenders for the
payment of all obligations under the Credit Agreement without offset, defense,
cause of action or counterclaim of any kind or nature whatsoever, other than
with respect to or in relation to any Claims (as defined in
Section
31
of this
Amendment) not released pursuant to
Section
31
of this
Amendment.
33.
Confirmation of Credit
Agreement and Security Documents
. Except as amended by this
Amendment, all the provisions of the Credit Agreement remain in full force and
effect from and after the date hereof, and each Loan Party hereby ratifies and
confirms each Loan Document to which it is a party. This Amendment
shall be limited precisely as written and shall not, except as set forth herein,
be deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or (b) to prejudice any right or
rights which the Administrative Agent or the Lenders may now have or have in the
future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein. From and after the
date hereof, all references in the Credit Agreement to “this Agreement”,
“hereof”, “herein”, or similar terms, shall refer to the Credit Agreement as
amended by this Amendment. Each of the Borrower and the Guarantors
also hereby ratifies and confirms that the Security Documents remain in full
force and effect in accordance with their terms and are not impaired or affected
by this Amendment.
34.
GOVERNING
LAW
. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
35.
Loan
Document
. This Amendment shall constitute a Loan Document
under the Credit Agreement, and all obligations included in this Amendment
(including, without limitation, all obligations for the payment of principal,
interest, fees and other amounts and expenses) shall constitute Obligations
under the Credit Agreement and shall be secured by the Collateral.
36.
Counterparts
. This
Amendment may be signed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Delivery of an executed signature page to this
Amendment by facsimile transmission or electronic photocopy (e.g. a “.pdf”)
shall be as effective as delivery of a manually signed counterpart.
[
Remainder of Page Intentionally Left
Blank; Signature Pages Follow
]
IN WITNESS WHEREOF
, the
parties have caused this Amendment to be duly executed as of the day and year
first above written.
SEMGROUP
ENERGY PARTNERS, L.P.
By:
SemGroup Energy Partners GP, L.L.C.
its
General Partner
By:
/s/ Alex G.
Stallings
____________
Name:
Alex G. Stallings
Title: Chief
Financial Officer and Secretary
Guarantors:
SemGroup
Energy Partners Operating, L.L.C.
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
SemMaterials
Energy Partners, L.L.C.
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
SemGroup
Energy Partners, L.L.C.
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
SemGroup
Crude Storage, L.L.C.
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
SemPipe,
L.P.
By: SemPipe,
G.P., L.L.C., its General Partner
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
SemPipe,
G.P., L.L.C.
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
SGLP
Management, Inc.
By:
/s/ Alex G.
Stallings
____________
Name: Alex G. Stallings
Title: Chief Financial
Officer and Secretary
Lenders:
Wachovia
Bank, National Association,
as L/C
Issuer,
Swing
Line Lender and Lender
By:
/s/ C Mark
Hedrick
_____________
Name: C. Mark Hedrick
Title: Managing
Director
ABN AMRO Bank N.V.,
as a
Lender
By:
/s/ Parker H.
Douglas
___________
Name: Parker H. Douglas
Title: Senior Vice
President
By:
/s/ Neil J.
Bivona
_______________
Name: Neil J. Bivona
Title: Senior Vice
President
Bank of America, N.A.,
as a
Lender
By:
/s/ John W. Woodiel
III
_________
Name: John W. Woodiel III
Title: Senior Vice
President
The Bank of Nova Scotia,
as a
Lender
By:
/s/ Ronald
Dooley
______________
Name: Ronald Dooley
Title: Director
Bank of Scotland PLC,
as a
Lender
By:
/s/ Karen
Weich
________________
Name: Karen Weich
Title: Vice
President
Blue Ridge Investments LLC,
as
a Lender
By:
/s/ John
Hiebendahl
_____________
Name: John Hiebendahl
Title: VP;
Controller
BMO Capital Markets Financing Inc.,
as a Lender
By:
/s/ Thomas E.
McGraw
__________
Name: Thomas E. McGraw
Title: Managing
Director
Calyon New York Branch,
as a
Lender
By:
/s/ Anne G.
Shean
______________
Name: Anne G. Shean
Title: Managing
Director
By:
/s/ Alan
Sidrane
________________
Name: Alan Sidrane
Title: Managing
Director
Citibank, N.A.,
as a
Lender
By:
/s/ John
Mugno
_________________
Name: John Mugno
Title: Vice
President
Fortis Capital Corporation,
as
a Lender
By:
/s/ Ilene
Fowler
________________
Name: Ilene Fowler
Title: Director
By:
/s/ Darrell
Holley
_______________
Name: Darrell Holley
Title: Managing
Director
Guaranty Bank And Trust Company,
as a Lender
By:
/s/ Gail J.
Nofsinger
_____________
Name: Gail J. Nofsinger
Title: Senior Vice
President
Halbis Distressed Opportunities
Master Fund LTD,
as a Lender
By:
/s/ Peter
Sakon
________________
Name: Peter Sakon
Title: VP
JPMorgan Chase Bank, N.A.,
as
a Lender
By:
/s/ Phillip D.
Martin
____________
Name: Phillip D. Martin
Title: Senior Vice
President
Lehman Brothers Commercial Bank,
as a Lender
By:
/s/ Richard
Bloom
_____________
Name: Richard Bloom
Title: VP
Lehman Commercial Paper, Inc.,
as a Lender
By:_____________________________
Name:
Title:
GE Business Financial Services, Inc.,
fka Merrill Lynch Business Financial Services, Inc.,
as a
Lender
By:
/s/ Authorized
Signatory
_________
Name: Authorized Signatory
Title: Authorized
Signatory
GE Business Financial Services, Inc.,
fka Merrill Lynch Business Financial Services, Inc.,
as a
Lender
By:_____________________________
Name:
Title:
One East Liquidity Master LP,
as a Lender
By:
/s/ James
Caciappo
_____________
Name: James Caciappo
Title: Authorized
Signatory
One East Partners Master LP,
as a Lender
By:
/s/ James
Caciappo
_____________
Name: James Caciappo
Title: Authorized
Signatory
Raymond James Bank FSB,
as a
Lender
By:
/s/ Garrett
McKinnon
___________
Name: Garrett McKinnon
Title: Senior Vice
President
Royal Bank of Canada,
as a
Lender
By:
/s/ Leslie P.
Vowell
____________
Name: Leslie P. Vowell
Title: Attorney-in-Fact
SunTrust Bank, N.A.,
as a
Lender
By:
/s/ Samuel M.
Ballesteros
_______
Name: Samuel M.
Ballesteros
Title: Senior Vice
President
UBS Loan Finance LLC,
as a
Lender
By:
/s/ Marie A.
Haddad
____________
Name: Marie A. Haddad
Title: Associate Director
Banking
Products
Services, US
By:
/s/ Irja R.
Otsa
_________________
Name: Irja R. Otsa
Title: Associate Director
Banking
Products
Services, US
Evergreen Core Plus Bond Fond
,
as a Lender
By:_____________________________
Name:
Title:
Evergreen High Income Fund
, as
a Lender
By:_____________________________
Name:
Title:
Evergreen High Income Sleeve
,
as a Lender
By:_____________________________
Name:
Title:
Evergreen High Yield Bond
Trust
, as a Lender
By:_____________________________
Name:
Title:
Evergreen Income Advantage
Fund
, as a Lender
By:_____________________________
Name:
Title:
Evergreen Multi-Sector Income
,
as a Lender
By:_____________________________
Name:
Title:
Evergreen VA High Income Fund
,
as a Lender
By:_____________________________
Name:
Title:
Acknowledged:
Wachovia
Bank, National Association,
as
Administrative Agent
By:
/s/ C. Mark
Hedrick
_________
Name: C. Mark Hedrick
Title: Managing
Director
EXHIBIT 99.1
SGLP
Completes Settlement with SemGroup, L.P. and Receives Waiver under its Credit
Facility
Tulsa,
Okla. – April 8, 2009 /BUSINESS WIRE/ –
SemGroup
Energy Partners, L.P. (“SGLP”) (Pink Sheets: SGLP.PK) today announced that it
has completed the settlement of certain matters between it and SemGroup, L.P.
(the “Private Company”) and in connection therewith has received a waiver under
its credit facility.
Settlement
with the Private Company
As
previously disclosed, the Private Company and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) on July 22, 2008. On March 12, 2009, the
Bankruptcy Court held a hearing and approved the transactions contemplated by a
term sheet (the “Term Sheet”) relating to the settlement of certain matters
between the Private Company and SGLP (the “Settlement”). The
Bankruptcy Court entered an order approving the Settlement upon the terms
contained in the Term Sheet on March 20, 2009.
The
Private Company and SGLP have executed definitive documentation, in the form of
a master agreement (the “Master Agreement”), dated April 7, 2009 to be effective
as of March 31, 2009, and certain other transaction documents (the “Transaction
Documents”) that supersede the Term Sheet and effectuate the
Settlement. The Bankruptcy Court entered an order approving the
Master Agreement and the Settlement on April 7, 2009.
The
Master Agreement and the Transaction Documents provided for the following, among
other things:
·
|
SGLP
transferred certain crude oil storage assets located in Kansas and
Oklahoma to the Private Company. These crude oil storage assets
are part of the Private Company’s proprietary Kansas crude oil
transportation pipeline;
|
·
|
the
Private Company transferred ownership of 355,000 barrels of crude oil tank
bottoms and line fill to SGLP. These barrels of crude oil are
necessary for SGLP to operate its crude oil tank storage and Oklahoma and
Texas crude oil pipeline systems;
|
·
|
the
Private Company rejected the existing Throughput Agreement with SGLP
pursuant to which SGLP provided crude oil gathering, transportation,
terminalling and storage services for the Private Company at certain
minimum levels;
|
·
|
SGLP
and the Private Company entered into a new throughput agreement pursuant
to which SGLP will provide certain crude oil gathering, transportation,
terminalling and storage services to the Private Company based on actual
volumes transported at market
rates;
|
·
|
the
Private Company transferred its asphalt assets that are connected to
SGLP’s existing 46 asphalt terminals to
SGLP;
|
·
|
the
Private Company rejected the existing Terminalling and Storage Agreement
with SGLP pursuant to which SGLP provided asphalt terminalling and storage
services for the Private Company at certain minimum
levels;
|
·
|
SGLP
and the Private Company entered into a new terminalling agreement pursuant
to which SGLP will provide asphalt terminalling and storage services for
the Private Company’s remaining asphalt inventory which will be removed
from SGLP’s asphalt storage facilities no later than October 31,
2009;
|
·
|
the
Private Company rejected the Amended and Restated Omnibus Agreement
pursuant to which the Private Company provided certain general and
administrative and operational services for SGLP. SGLP is in
the process of replacing these general and administrative services and
hiring employees to perform certain of these operational services;
and
|
·
|
SGLP
and the Private Company entered into a shared services agreement pursuant
to which the Private Company will provide certain crude oil operational
services for SGLP.
|
Amendment
to Credit Facility
As
previously disclosed, events of default occurred under SGLP’s credit agreement,
which prohibited SGLP from borrowing under its credit facility to fund working
capital needs or to pay distributions to its unitholders, among other
things. Effective September 18, 2008, SGLP and the requisite lenders
entered into a Forbearance Agreement and Amendment to Credit Agreement (the
“Forbearance Agreement”) under which the lenders agreed, subject to specified
limitations and conditions, to forbear from exercising their rights and remedies
arising from SGLP’s defaults or events of default described therein for the
period commencing on September 18, 2008 until December 11,
2008. Pursuant to amendments to the Forbearance Agreement, the
forbearance period was extended until April 8, 2009.
SGLP and
the requisite lenders entered into a Consent, Waiver and Amendment to Credit
Agreement (the “Amendment”), dated as of April 7, 2009, under which the lenders
consented to the Settlement and waived all existing defaults and events of
default described in the Forbearance Agreement and amendments
thereto. Pursuant to the Amendment, the credit facility will mature
on June 30, 2011.
Upon the
execution of the Amendment, $150.0 million of SGLP’s outstanding revolving loans
were converted to term loans and SGLP became able to borrow additional funds
under its revolving credit facility. After giving effect to the
Amendment, SGLP is expected to have $433.1 million in outstanding
borrowings under its credit facility (including $33.1 million under its
revolving credit facility and $400.0 million under its term loan facility) with
an aggregate unused credit availability and cash on hand of approximately $29.0
million. Amounts outstanding under SGLP’s revolving credit facility
will never exceed $50.0 million and will bear interest at the LIBOR rate plus
6.50% per annum, with a LIBOR floor of 3.00%.
Among
other things, SGLP’s credit facility, as amended by the Amendment, now requires
SGLP to make minimum quarterly amortization payments, mandatory prepayments
under the revolver whenever cash on hand exceeds $15.0 million, mandatory
prepayments with 100% of asset sale proceeds and annual prepayments with 50% of
excess cash flow. SGLP’s credit facility, as amended by the
Amendment, prohibits SGLP from making draws under the revolving credit facility
if it would have more than $15.0 million of cash on hand after making the draw
and applying the proceeds thereof.
Under the
credit facility, as amended by the Amendment, SGLP is required to maintain
compliance with certain financial covenants, including maintaining a maximum
leverage ratio, minimum interest coverage ratio, minimum consolidated adjusted
EBITDA and maximum annual capital expenditures. In addition, pursuant
to the Amendment, SGLP’s ability to make acquisitions is limited, and SGLP is
prohibited from making equity distributions unless it maintains a leverage ratio
below a specified maximum leverage threshold and certain other
conditions.
SGLP’s
credit facility, as amended by the Amendment, permits SGLP to sell its asphalt
assets subject to certain conditions. Additionally, it permits SGLP to
repurchase amounts outstanding under the credit facility via a Dutch auction
process with 50% of the proceeds raised through equity raises and with excess
cash flow.
Kevin
Foxx, Chief Executive Officer and President of SGLP’s general partner said, “The
completion of the Settlement and the Amendment are significant accomplishments
for SGLP. The completion of these transactions allows us to refocus
our efforts on our crude oil and liquid asphalt cement terminalling, storage and
transportation businesses independent of the Private Company. We want
to express our thanks and gratitude to all of our employees who have worked
tirelessly and endured these past months of uncertainty. As a result of the
Settlement with the Private Company and the Amendment with our lenders, we are
now prepared to move forward in a positive manner as we continue to stabilize
and strengthen our business. We are also grateful to our loyal customers
who have continued to trust us and utilize our services helping us earn our
independence from the Private Company. These are two giant steps towards
rebuilding value in SGLP and we look forward to continuing to be a leading
provider of services in the crude oil and asphalt industry. ”
About
SemGroup Energy Partners, L.P.
SGLP owns
and operates a diversified portfolio of complementary midstream energy assets
including 8.2 million barrels of crude oil storage, 6.8 million of which are
located within the Cushing Interchange, one of the largest crude oil marketing
hubs in the nation and a designated delivery point specified in all NYMEX crude
oil futures contracts and more than 6.6 million barrels of liquid asphalt cement
storage located at 46 terminals in 23 states. SGLP provides crude oil and liquid
asphalt cement terminalling and storage services and crude oil gathering and
transportation services. SGLP is based in Tulsa, Oklahoma. For more
information, visit SGLP’s web site
www.SGLP.com
.
For e-mail
alerts click here:
http://www.b2i.us/irpass.asp?BzID=1505&to=ea&s=0
Forward-Looking Statements
This news
release includes forward-looking statements. Statements included in this press
release that are not historical facts (including, without limitation, any
statements concerning the benefits of the Settlement or the Amendment and any
statements concerning plans and objectives of management for future operations
or economic performance or assumptions related thereto) are forward-looking
statements. Such forward-looking statements are subject to various
risks and uncertainties.
These
risks and uncertainties include, among other things, uncertainties relating to
the Private Company’s bankruptcy filings, uncertainties relating to the
Settlement and the Amendment, uncertainties relating to pursuing strategic
alternatives for SGLP’s business, insufficient cash from operations, market
conditions, governmental regulations and factors discussed in SGLP’s filings
with the Securities and Exchange Commission.
If any of
these risks or uncertainties materializes, or should underlying assumptions
prove incorrect, actual results or outcomes may vary materially from those
expected. SGLP undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
###
SGLP
Investor Relations Contact:
Brian
Cropper
Toll Free
Phone: 866.490.SGLP
(7457)
Phone:
918.524.SGLP
(7457)
Email:
investor@semgroupenergypartners.com