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
001-33503
20-8536826
(State of incorporation
or organization)
(Commission file number)
(I.R.S. employer identification number)


Two Warren Place
6120 South Yale Avenue, Suite 500
Tulsa, Oklahoma
 
74136
(Address of principal executive offices)
(Zip code)

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.
Entry into a Material Definitive Agreement.
 
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.
2


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.
3


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.
4


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.
Termination of a Material Definitive Agreement.
 
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.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01.
Financial Statements and Exhibits.

(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
 
DESCRIPTION
     
10.1
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
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
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
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
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
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
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.
99.1
Press release dated April 8, 2009.

 

 
 
5

 

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
 
DESCRIPTION
     
10.1
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
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
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
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
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
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
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.
99.1
Press release dated April 8, 2009.


 
 
 

 


Exhibit 10.1

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


 
 
 

 
                                   TABLE OF CONTENTS                                                                                                                         Page
 

SETTLEMENT TRANSACTIONS
2
1.1
The Transactions
2
1.2
SemMaterials Transactions
3
1.3
Employees
5
1.4
Release of Liens
5
ARTICLE II
TREATMENT OF CERTAIN CONTRACTS  IN BANKRUPTCY PROCEEDINGS
6
2.1
Rejection of Contracts
6
2.2
Allowed Claims
7
2.3
Termination of Guaranties
7
ARTICLE III
MUTUAL RELEASES
7
3.1
General Release of Certain Claims by SGLP Parties
7
3.2
General Release of Certain Claims by SemGroup Parties
8
3.3
Release of Certain Claims by SGLP Parties
8
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SEMGROUP PARTIES
9
4.1
Organization and Good Standing
9
4.2
Authorization of Settlement Agreement and Transaction Documents
9
4.3
No Violation; Consents
9
4.4
Title to Property
9
4.5
Brokerage Fees
10
4.6
Acknowledgement of SemGroup Parties
10
4.7
Limitation of Representations and Warranties
10
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SGLP PARTIES
11
5.1
Organization and Good Standing
11
5.2
Authorization of Agreement and Transaction Documents
11
5.3
No Violation; Consents
11
5.4
Title to Property
11
5.5
Brokerage Fees
12
5.6
Acknowledgement of SGLP Parties
12
5.7
Limitation of Representations and Warranties
12
ARTICLE VI
ADDITIONAL COVENANTS
12
6.1
Expenses
12
6.2
Mutual Cooperation
13
6.3
Taxes
13
6.4
Tax Allocation
13
ARTICLE VII
MISCELLANEOUS
14
7.1
Effect of this Agreement
14
7.2
Binding Effect; Successors
14
7.3
Submission to Jurisdiction
15
7.4
Waiver of Jury Trial
15
7.5
Entire Agreement
16
7.6
Amendments and Waivers
16
7.7
Governing Law
16
7.8
Notices
17
7.9
Severability
18
7.10
Counterparts
18
7.11
Captions
18
7.12
Interpretation
18
7.13
Third Party Beneficiaries
18



 
 

 


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:
1

 
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.
2

 
(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:
3

 
(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;
4

 
(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.
4

 
(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.
6

 
(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.  
7

 
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.
8

 
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.
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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.
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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.
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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.
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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.
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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;
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(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.
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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).
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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.
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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.
 

                                               
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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 *
▪  
Connection Agreement 1

·  
West Ponca Station, Kay County, OK
 
▪  
Notice of Bankruptcy Filing
▪  
Truck Access Agreement *
▪  
Connection Agreement *

·  
Stafford Office, Stafford County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Greenwood County Ground Bed Easement, Greenwood County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Harvey County Ground Bed Easement, Harvey County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Pawnee County Ground Bed Easement, Pawnee County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
 
·  
Reno County Ground Bed Easement, Reno County, KS
 
▪  
Contribution Agreement
▪  
Notice of Bankruptcy Filing
 
·  
Stafford County Ground Bed Easement, Stafford County, KS
 
▪  
Contribution Agreement
▪  
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]
 
 

 
EXECUTION COPY

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.

3.  
See attached.






 

 

 
 

 

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
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
 Boyer Truck Station, Butler County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
El Dorado Station, Butler County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Cunningham Station, Kingman County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Amendment
 
·  
Burkett Truck Station, Greenwood County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Burkett Pump Station, Greenwood County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Dickinson Station, Greenwood County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Fleming Station, Harper County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Burrton Station, Harvey County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Hanston Station, Hodgeman County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Riverside Station, Ness County, KS
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Heinson SWD, Meade County, KS
 
▪  
Contribution Agreement
 
·  
Craver SWD, Morton County, KS
 
▪  
Contribution Agreement
 

 
·  
Larned Office, Pawnee County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Lyons Station, Rice County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Amendment
 
·  
Andale Pump Station, Sedgwick County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
Hudson Station, Stafford County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Amendment
 
·  
Wellington Pump Station, Sumner County, KS
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing
▪  
UCC-3 Termination
 
·  
El Reno Truck Station, Canadian County, OK
 
▪  
Contribution Agreement
▪  
Notice of Bankruptcy Filing

·  
Goldsby Truck Station, McClain County, OK
 
▪  
Contribution Agreement
▪  
Notice of Bankruptcy Filing
 
·  
Garber Station, Garfield County, OK
 
▪  
Deed
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Fiske Tanks, Kay County, OK
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Fiske Pump Station, Kay County, OK
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Newkirk Station, Kay County, OK
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Billings Station, Noble County, OK
 
▪  
Contribution Agreement
▪  
Partial Release of Mortgage
▪  
Notice of Bankruptcy Filing

·  
Oklahoma City Truck Station, Oklahoma County, OK
 
▪  
Contribution Agreement

·  
Hawkins Trans-Montaine Station, Wood County, TX
 
▪  
Contribution Agreement

·  
Taylor Station, Wood County, TX
 
▪  
Deed
▪  
Notice of Bankruptcy Filing
 
·  
Baby #1, Eddy County, NM
 
▪  
Contribution Agreement

·  
Cushing, Payne County, OK
 
▪  
Easement
 

 
 

 

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
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Boyer Truck Station, Butler County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Cunningham Station, Kingman County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Burkett Truck Station, Greenwood County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Fleming Station, Harper County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Hanston Station, Hodgeman County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Riverside Station, Ness County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Lyons Station, Rice County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Hudson Station, Stafford County, KS
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Garber Station, Garfield County, OK
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Newkirk Station, Kay County, OK
 
▪  
Truck Access Agreement
▪  
Connection Agreement

·  
Cushing, Payne County, OK
 
▪  
Deed
▪  
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
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
Pueblo Terminal, Pueblo County, CO
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
Chicago Marine Terminal, Cook County, IL
 
▪  
Partial Release of Lien
▪  
Assignment and Assumption of Leasehold Interest
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Pekin Terminal, Peoria County, IL
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Warsaw Terminal, Kosciusko, IN
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Dodge City Terminal, Ford County, KS
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
Sedalia Terminal, Pettis County, MO
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination
·  
Gloucester Terminal, Camden,  NJ
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
Catoosa (Port 33) Terminal, Rogers County, OK
 
▪  
Partial Release of Lien
▪  
Assignment and Assumption of Leasehold Interest
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Catoosa (Port of Catoosa-Frontier) Terminal, Rogers County, OK
 
▪  
Partial Release of Lien
▪  
Assignment and Assumption of Leasehold Interest
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Lawton Terminal, Comanche County, OK
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Muskogee Terminal, Muskogee County, OK
 
▪  
Partial Release of Lien
▪  
Assignment and Assumption of Leasehold Interest
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Northumberland Terminal, Northumberland County, PA
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Reading Terminal, Berks County, PA
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Memphis Terminal, Shelby County, TN
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
Austin Terminal, Travis County, TX
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
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
▪  
UCC-3 Termination

·  
Saginaw Terminal, Tarrant County, TX
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
N. Salt Lake Terminal, Davis County, UT
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

·  
Woods Cross Terminal, Davis County, UT
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination
 
·  
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
▪  
UCC-3 Termination

·  
Spokane Valley Terminal, Spokane County, WA
 
▪  
Partial Release of Lien
▪  
Termination and Release of Easement
▪  
First Amendment to Mortgage
▪  
UCC-3 Termination

 

 

 
 

 

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
 
:
        Requested
------------------------------------------------------------------------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 Q IN EXHIBIT 10-1

 

 
 

 

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
 
5.  
Boise, Ada County, ID
 
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 ”).
2

 
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.
3

 
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.
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.
 
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.
5

 
(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.
6

 
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.
7

 
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.
8

 
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:
 
 
to Service Provider:

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.

 
to Service Recipient:


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
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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.
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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.
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(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.]
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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.
 

 
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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:
 
(i)  
Roads;
 
(ii)  
Fences;
 
(iii)  
Berms;
 
(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.
 
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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.
 
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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 ”).
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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 .
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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 .
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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).
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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.
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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.
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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.
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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:
 
 
to Service Provider:

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.

 
to Service Recipient:


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 .
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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.
 
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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.]
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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.
 
(e)  
Permit Support.
 
(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.
 
(f)  
Utilities Support.
 
(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 ”).
 
(g)  
Engineering Support.
 
(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:
 
1)  
Right Angle IV;
 
2)  
BOL Manager;
 
3)  
Utility Payments (replaced Pace);
 
4)  
MSDGen and its replacement; and
 
5)  
BAPCO.
 
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)
MAP

 


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
LISTING IN EXHIBIT 10-3


 
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.
 
2

 
 
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).
 
3

 

 “ 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.
 
4

 
 
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.
 
5

 
 
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 .
 
6

 
 
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).
 
7

 
 
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.
 
8

 
 
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.
 
9

 
 
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).
 
10

 
 
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]
 
11

 
 
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.
 
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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) .

 
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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.
 
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(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.
 
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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).
 
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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
 
7

 
 
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).
 
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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]
 
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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.
 
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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 .
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
13

 
 
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.
 
14

 
 
(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.
 
15

 
 
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.
 
16

 
 
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.
 
17

 
 
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.
 

 

 
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18

 
 
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

2.  
Owner Notice Address
 
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:
 
(i)  
Pipeline
 
·  
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.
 
(ii)  
Truck:
 
·  
Pursuant to the Mileage Chart attached hereto as Attachment “C” .
 
(b)  
Fuel Surcharge :
 
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.
 
(d)  
Adjustments of Fees:
 
The Parties may mutually agree to modify charges under this Agreement from time to time during the Term to reflect current market rates.
 
4.  
Operating Hours
 
24 Hours per day, 7 days per week.
 
5.  
System
 
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.
 
6.  
Terminals
 
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.
 
2

 
 
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 .
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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:
 
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(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.
 
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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.
 
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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.
 
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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.
 
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(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.
 
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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

2.  
Owner Notice Address
 
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.
 
4.  
Operating Hours
 
Each Terminal’s operating hours shall be its normal business hours in the ordinary course of business and consistent with past practice.
 
5.  
Terminals
 
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.
 

 

 
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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.
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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.
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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.
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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.
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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).
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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.
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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.
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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.
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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 ):
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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.
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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.
 

 
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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.
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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.
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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.
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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.
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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).
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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.
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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.
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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.
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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);
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(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.
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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.
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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.
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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.
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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.
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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.
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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.
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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]
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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.
 
4.            TAXES . 1
 
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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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);
 
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(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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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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]
 
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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.  
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 ”).
 
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.
 
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.
 
4.  
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).
 
6.  
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.
 
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).
 
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:
 
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.
 
B.
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.
 
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.
 
 
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11.  
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.
 
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.  
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.
 
14.  
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.
 
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.  
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.
 
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.
 
18.  
Covenant Against Liens .
 
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.
 
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19.  
Recordation .  The parties shall file a memorandum of record in the property records of Payne County, Oklahoma, providing notice of this Easement Agreement.
 
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:
 
 
To SemCrude:
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
 
 
Phone:  (918) 524-8100
 
 
Fax:  (918) 524-8290
 
 
Attention:  Chief Financial Officer
 
 
To SGLP:
SemGroup Energy Partners, L.L.C.
 
 
Two Warren Place
 
 
6120 South Yale Avenue, Suite 500
 
 
Tulsa, Oklahoma 74136
 
 
Phone:  (918) 524-5500
 
 
Fax:  (918) 524-5805
 
 
Attention:  Chief Financial Officer
 
 
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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.  
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.
 
22.  
Headings .  Headings in this Easement Agreement are for convenience only and shall not be used to interpret or construe its provisions.
 
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.
 
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.
 
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

 
To be attached:

 
Exhibits A through E-2

 
 

 
 
EXHIBIT “A”
 
 
(see attached)
 
 
 

 
 
EXHIBIT “B”

 
(see attached)
 
 
 

 
 
EXHIBIT “C”

 
(see attached)
 
 
 

 
 
EXHIBIT “D”

 
(see attached)
 
 
 

 
 
EXHIBIT “E-1”

 
(see attached)

 
 

 
 
EXHIBIT “E-2”

 
(see attached)


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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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11.  
Recordation .  The parties shall file this Agreement of record in the property records of Payne County, Oklahoma, providing notice of this Agreement.
 
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.
 
 
Two Warren Place
 
 
6120 South Yale Avenue, Suite 700
 
 
Tulsa, Oklahoma 74136
 
 
Phone:  (918) 524-8100
 
 
Fax:  (918) 524-8290
 
 
Attention:  Chief Financial Officer
 
 
To Grantor:
SemGroup Energy Partners, L.L.C.
 
 
Two Warren Place
 
 
6120 South Yale Avenue, Suite 500
 
 
Tulsa, Oklahoma 74136
 
 
Phone:  (918) 524-5500
 
 
Fax:  (918) 524-5805
 
 
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.
 
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.
 
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.
 
Dated effective as of the 31 st day of March, 2009.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
 
7

 


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 A IN EXHIBIT 10-13

 
 
 

 
EXHIBIT A IN EXHIBIT 10-13

 
 
 

 
EXHIBIT A IN EXHIBIT 10-13

 
 
 

 
EXHIBIT A IN EXHIBIT 10-13
 
 

 
EXHIBIT B IN EXHIBIT 10-13
 
 

 

                                   EXHIBIT C

EXHIBIT C IN EXHIBIT 10-13
 
EXHIBIT C IN EXHIBIT 10-13

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.
 
2

 
 
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:
 
3

 
 
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.
 
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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:
 
5

 
 
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.
 
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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.
 
7

 
 
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.
 
8

 
 
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.
 
9

 
 
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) .
 
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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).
 
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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.”
 
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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:
 
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(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”.
 
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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

 
 
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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

 
 
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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

 
 
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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.
 
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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.
 
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(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.”
 
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(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.
 
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(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.
 
23

 
 
(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).
 
24

 
 
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 ]
 
25

 
 

 
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 LOGO

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