form8k.htm
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)
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DELAWARE
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001-33503
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20-8536826
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(State
of incorporation
or
organization)
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(Commission
file number)
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(I.R.S.
employer identification number)
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Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
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74136
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (918) 524-5500
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On April 7, 2009, SemGroup Energy
Partners, L.P. (“SGLP”) announced the consummation of the settlement of certain
items among it and certain of its subsidiaries (the “SGLP Parties”) and
SemGroup, L.P. (the “Private Company”) and certain of its subsidiaries (the
“Private Company Parties”). As previously disclosed, the Private
Company and certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on July
22, 2008. Also as previously disclosed, the SGLP Parties and the
Private Company Parties entered into a term sheet (the “Settlement Term Sheet”)
summarizing the principal terms of a settlement (the “Settlement”) of certain
items between the SGLP Parties and the Private Company Parties. The
Bankruptcy Court entered an order approving the Settlement upon the terms
contained in the Settlement Term Sheet on March 20, 2009.
The SGLP Parties and the Private
Company Parties executed definitive documentation, in the form of a master
agreement (the “Master Agreement”), dated April 7, 2009 to be effective as of
11:59 PM CDT March 31, 2009, and certain other transaction documents to
effectuate the Settlement and that supersede the Settlement Term
Sheet. The material terms of the Master Agreement and certain of the
other transaction documents are summarized below. The Bankruptcy
Court entered an order approving the Master Agreement and the Settlement on
April 7, 2009. In addition, in connection with the Settlement, SGLP
and the requisite lenders under SGLP’s secured credit facility entered into a
Consent, Waiver and Amendment to Credit Agreement (the “Amendment”), dated as of
April 7, 2009, under which, among other things, the lenders consented to the
Settlement and waived all existing defaults and events of default described in
the Forbearance Agreement (as defined below) and amendments
thereto.
Master
Agreement
Among other items, the Master Agreement
outlines the required agreements and transactions to effectuate the
Settlement. The Master Agreement also provides for a general release
by the SGLP Parties of the Private Company Parties and their lenders relating to
certain claims and a general release by the Private Company Parties of the SGLP
Parties and their lenders relating to certain claims. In addition,
pursuant to the Master Agreement, the SGLP Parties and Private Company Parties
have agreed to mutual nonsolicitation provisions relating to employees of the
other party for one year after the date of the agreement.
Pursuant to the Master Agreement and
the related order entered by the Bankruptcy Court, certain of the Private
Company Parties rejected the following contracts as part of their bankruptcy
proceedings: (i) the Terminalling and Storage Agreement, dated as of February
20, 2008, by and between SemMaterials, L.P. and SemMaterials Energy Partners,
L.L.C.; (ii) the Throughput Agreement, dated as of July 20, 2007, among
SGLP, SemGroup Energy Partners, L.L.C., SemCrude, L.P., Eaglwing, L.P. and
SemGroup, L.P.; (iii) the Amended and Restated Omnibus Agreement, dated as of
February 20, 2008, by and among SemGroup, L.P., SemManagement, L.L.C.,
SemMaterials, L.P., SGLP, SemGroup Energy Partners G.P., L.L.C. and SemMaterials
Energy Partners, L.L.C.; (iv) the Terminal Access and Use Agreement, dated as of
January 28, 2008, by and among SemMaterials Energy Partners, L.L.C.,
SemMaterials, L.P. and K.C. Asphalt, L.L.C.; and (v) the Guaranty, dated as of
February 20, 2008, of SemGroup, L.P. in favor of SemMaterials Energy Partners
(collectively, the “Rejected Contracts”). In connection with the
rejection of the Rejected Contracts, (i) SemMaterials Energy Partners, L.L.C.
has a general unsecured claim against SemMaterials, L.P., K.C. Asphalt, L.L.C.
and SemGroup, L.P. (joint and several) in the amount of $35,000,000 and (ii)
SGLP and SemGroup Energy Partners, L.L.C. has a general unsecured
claim against SemCrude, L.P., Eaglwing, L.P. and SemGroup, L.P. (joint and
several) in the amount of $20,000,000.
This description of the Master
Agreement is qualified in its entirety by reference to the Master Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Shared
Services Agreement
In connection with the Settlement,
certain of the SGLP Parties entered into a Shared Services Agreement, dated
April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the “Shared
Services Agreement”), with certain of the Private Company
Parties. Pursuant to the Shared Services Agreement, certain of the
Private Company Parties will provide certain general shared services, Cushing
shared services (as described below), and SCADA services (as described below) to
certain of the SGLP Parties.
The general shared services include,
among other items, crude oil movement services, Department of Transportation
services, right-of-way services, environmental services, pipeline and civil
structural maintenance services, safety services, pipeline truck station
maintenance services, project support services and truck dispatch
services. The fees for such general shared services will be fixed at
$125,000 for the month of April 2009 and such fixed fee may be extended by
mutual agreement of the parties for one additional month. Thereafter
the fees will be calculated in accordance with the formulas contained
therein. The Private Company Parties have agreed to provide the
general shared services for three years (subject to earlier termination as
provided therein) and the term may be extended an additional year by mutual
agreement of the parties.
The Cushing shared services include,
among other items, operational and maintenance services related to terminals at
Cushing, Oklahoma. The fees for such Cushing shared services will be
fixed at $20,000 for the month of April 2009 and such fixed fee may be extended
by mutual agreement of the parties for one additional
month. Thereafter the fees will be calculated in accordance with the
formulas contained therein. The Private Company Parties have agreed
to provide the Cushing shared services for three years (subject to earlier
termination as provided therein) and the term may be extended an additional year
by mutual agreement of the parties.
The SCADA services include, among other
items, services related to the operation of the SCADA system which is used in
connection with SGLP’s crude oil operations. The fees for such SCADA
services will be fixed at $15,000 for the month of April 2009 and such fixed fee
may be extended by mutual agreement of the parties for one additional
month. Thereafter the fees will be calculated in accordance with the
formulas contained therein. The Private Company Parties have agreed
to provide the SCADA services for five years (subject to earlier termination as
provided therein) and the SGLP Parties may elect to extend the term for two
subsequent five year periods.
This description of the Shared Services
Agreement is qualified in its entirety by reference to the Shared Services
Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Transition
Services Agreement
In connection with the Settlement,
certain of the SGLP Parties entered into a Transition Services Agreement, dated
April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the “Transition
Services Agreement”), with certain of the Private Company
Parties. Pursuant to the Transition Services Agreement, certain of
the Private Company Parties will provide certain corporate, crude oil and
asphalt transition services, in each case for a limited amount of
time. Certain of the SGLP Parties will pay the fees described therein
to certain of the Private Company Parties in respect of the transition
services. This description of the Transition Services Agreement is
qualified in its entirety by reference to the Transition Services Agreement, a
copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is
incorporated herein by reference.
Transfer
of Crude Oil Assets
In connection with the Settlement,
certain of the SGLP Parties transferred certain crude oil assets located in
Kansas and northern Oklahoma to certain of the Private Company
Parties. These transfers included real property and associated
personal property at locations where the Private Company Parties owned the
pipeline. The SGLP Parties retained certain access and connection
rights to enable them to continue to operate their crude oil trucking business
in such areas. In addition, certain of the SGLP Parties transferred
their interests in the SCADA System, a crude oil inventory tracking system, to
certain of the Private Company Parties.
In addition, in connection with the
Settlement, certain of the Private Company Parties transferred to certain of the
SGLP Parties (i) 355,000 barrels of crude oil line fill and tank bottoms, which
are necessary for SGLP to operate its crude oil tank storage operations and its
Oklahoma and Texas crude oil pipeline systems, (ii) certain personal property
located in Oklahoma, Texas and Kansas used in connection with the SGLP Parties’
crude oil trucking business and (iii) certain real property located in Oklahoma,
Kansas, Texas and New Mexico that was intended to be transferred in connection
with SGLP’s initial public offering.
Transfer
of Asphalt Assets
In connection with the Settlement and
pursuant to a Contribution, Conveyance, Assignment and Assumption Agreement,
dated as of April 7, 2009 to be effective as of 11:59 PM CDT March 31, 2009 (the
“Contribution Agreement”), certain of the Private Company Parties transferred
(i) certain asphalt processing assets that are connected to, adjacent to, or
otherwise contiguous with the SGLP Parties’ existing asphalt facilities to SGLP
Asphalt, L.L.C., a newly created subsidiary of SemMaterials, L.P., a subsidiary
of the Private Company and (ii) the associated real property interests to one of
the SGLP Parties. Subsequently, SemMaterials, L.P., a subsidiary of
the Private Company, transferred all of the equity interests of SGLP Asphalt,
L.L.C. to one of the SGLP Parties pursuant to a Membership Interest Transfer
Agreement (the “MITA”). This description of the Contribution
Agreement and the MITA is qualified in its entirety by reference to the
Contribution Agreement and the MITA, copies of which are filed as Exhibits 10.4
and 10.5, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Throughput
Agreement
In connection with the Settlement, a
subsidiary of SGLP and a subsidiary of the Private Company entered into a
Throughput Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM
CDT March 31, 2009 (the “Throughput Agreement”), pursuant to which a subsidiary
of SGLP will provide certain crude oil gathering, transportation, terminalling
and storage services to a subsidiary of the Private Company.
Under the Throughput Agreement, a
subsidiary of SGLP charges the following fees: (i) barrels gathered via
gathering lines will be charged a gathering rate of $0.75 per barrel, (ii)
barrels transported within Oklahoma will be charged $1.00 per barrel while
barrels transported on the Masterson Mainline will be charged $0.55 per barrel,
(iii) barrels transported by truck will be charged in accordance with the
schedule contained therein, including a fuel surcharge, (iv) storage fees shall
equal $0.50 per barrel per month for product located in storage tanks located in
Cushing, Oklahoma and $0.44 per barrel per month for product not located in
dedicated Cushing storage tanks, and (v) a delivery charge of $0.08 per barrel
will be charged for deliveries out of the Cushing Interchange
Terminal.
The
Throughput Agreement has an initial term of one year with additional automatic
one-month renewals unless either party terminates the agreement upon thirty-days
prior notice. This description of the Throughput Agreement is
qualified in its entirety by reference to the Throughput Agreement, a copy of
which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is
incorporated herein by reference.
Terminalling
and Storage Agreement
In connection with the Settlement, a
subsidiary of SGLP and a subsidiary of the Private Company entered into a
Terminalling and Storage Agreement, dated as of April 7, 2009 to be effective as
of 11:59 PM CDT March 31, 2009 (the “Terminalling Agreement”), pursuant to which
a subsidiary of SGLP will provide certain asphalt terminalling and storage
services for the remaining asphalt inventory of a subsidiary of the Private
Company. Storage services under the Terminalling Agreement are equal
to $0.565 per barrel per month multiplied by the total shell capacity in barrels
for each storage tank where the subsidiary of the Private Company and its
affiliates have product; provided that if the subsidiary of the Private Company
removes all product from a storage tank prior to the end of the month, then the
storage service fees shall be pro-rated for such month based on the number of
calendar days storage was actually used. Throughput fees under the
Terminalling Agreement are equal to $9.25 per ton; provided that no fees will be
payable for transfers of product between storage tanks located at the same or
different terminals.
The Terminalling Agreement has an
initial term that expires on October 31, 2009, which may be extended for one
month by mutual agreement of the parties. This description of the
Terminalling Agreement is qualified in its entirety by reference to the
Terminalling Agreement, a copy of which is filed as Exhibit 10.7 to this Current
Report on Form 8-K and is incorporated herein by reference.
Access
and Use Agreement
In connection with the Settlement, a
subsidiary of SGLP and a subsidiary of the Private Company entered into an
Access and Use Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009 (the “Access and Use Agreement”), pursuant to which the
subsidiary of SGLP will allow the subsidiary of the Private Company certain
access rights relating to its existing asphalt inventory. The term of
the Access and Use Agreement shall end separately for each terminal upon the
earlier of October 31, 2009 or until all of the existing asphalt inventory of
such subsidiary of the Private Company is removed from such
terminal. This description of the Access and Use Agreement is
qualified in its entirety by reference to the Access and Use Agreement, a copy
of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is
incorporated herein by reference.
Trademark
License Agreement
In connection with the Settlement,
certain of the Private Company Parties and SGLP entered into a Trademark License
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009 (the “Trademark Agreement”), pursuant to which certain of the Private
Company Parties granted SGLP a non-exclusive, worldwide license to use certain
trade names, including the name “SemGroup”, and the corresponding mark until
December 31, 2009, and the Private Company Parties waived claims for
infringement relating to such trade names and mark prior to the effective date
of such license agreement. This description of the Trademark
Agreement is qualified in its entirety by reference to the Trademark Agreement,
a copy of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and
is incorporated herein by reference.
Building
and Office Leases
In connection with the Settlement, a
subsidiary of SGLP leased certain office space in Oklahoma City, Oklahoma (the
“Office Lease”) and certain facilities in Cushing, Oklahoma (the “Building
Lease”) to a subsidiary of the Private Company, each as of March 31,
2009. The term for both the Office Lease and the Building Lease
expires on March 31, 2014. The rents for such leases are as described
in the exhibits thereto. This description of the Office Lease and the
Building Lease is qualified in its entirety by reference to the Office Lease and
the Building Lease, copies of which are filed as Exhibits 10.10 and 10.11,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Mutual
Easement
In connection with the Settlement,
certain of the SGLP Parties and a subsidiary of the Private Company entered into
a Mutual Easement Agreement (the “Mutual Easement Agreement”) relating to
properties owned by the parties at Cushing, Oklahoma effective as of March 31,
2009. Pursuant to this Mutual Easement Agreement, the parties granted mutual
easements relating to access, facility improvements, existing and future
pipeline rights and corresponding rights of ingress and egress. This
description of the Mutual Easement Agreement is qualified in its entirety by
reference to the Mutual Easement Agreement, a copy of which is filed as Exhibit
10.12 to this Current Report on Form 8-K and is incorporated herein by
reference.
White
Cliffs Easement
In connection with the Settlement,
certain of the SGLP Parties and a subsidiary of the Private Company entered into
a Pipeline Easement Agreement (the “Pipeline Easement Agreement”) whereby a
subsidiary of the Private Company was granted certain pipeline easements at
Cushing, Oklahoma, together with the corresponding rights of ingress and egress
effective as of March 31, 2009. This description of the Pipeline
Easement Agreement is qualified in its entirety by reference to the Pipeline
Easement Agreement, a copy of which is filed as Exhibit 10.13 to this Current
Report on Form 8-K and is incorporated herein by reference.
Amendment
to Credit Agreement
As previously disclosed, events of
default occurred and were continuing under SGLP’s credit agreement, which
prohibited SGLP from borrowing under its credit facility to fund working capital
needs or to pay distributions to its unitholders, among other
things. Effective September 18, 2008, SGLP and the requisite lenders
entered into a Forbearance Agreement and Amendment to Credit Agreement (the
“Forbearance Agreement”) under which the lenders agreed, subject to specified
limitations and conditions, to forbear from exercising their rights and remedies
arising from SGLP’s defaults or events of default described therein for the
period commencing on September 18, 2008 until December 11,
2008. Pursuant to amendments to the Forbearance Agreement, the
forbearance period was extended until April 8, 2009.
SGLP, its subsidiaries that are
guarantors of the obligations under the credit facility, Wachovia Bank, National
Association, as Administrative Agent, and the requisite lenders under SGLP’s
credit agreement entered into the Amendment, dated as of April 7, 2009, under
which the lenders consented to the Settlement and waived all existing defaults
and events of default described in the Forbearance Agreement and amendments
thereto. Pursuant to the Amendment, the credit facility and all
obligations outstanding thereunder will mature on June 30, 2011.
Upon the execution of the Amendment,
$150.0 million of SGLP’s outstanding revolving loans were converted to term
loans and SGLP became able to borrow additional funds under its revolving credit
facility. After giving effect to the Amendment, SGLP is expected to
have $433.1 million in outstanding borrowings under its credit facility
(including $33.1 million under its revolving credit facility and $400.0 million
under its term loan facility) with an aggregate unused credit availability under
its revolving credit facility and cash on hand of approximately $29.0 million.
Amounts outstanding under SGLP’s revolving credit facility will never exceed
$50.0 million.
After giving effect to the Amendment,
amounts outstanding under SGLP’s credit facility bear interest at either the
LIBOR rate plus 6.50% per annum, with a LIBOR floor of 3.00%, or the Base rate
plus 5.50% per annum, with a Base rate floor of 4.00% per annum. SGLP
now pays a fee of 1.00% on unused commitments under its revolving credit
facility. After giving effect to the Amendment, interest on amounts
outstanding under SGLP’s credit facility must be paid monthly. SGLP’s
credit facility, as amended by the Amendment, now requires SGLP to pay
additional interest on October 6, 2009, April 6, 2010, October 6, 2010 and April
6, 2011, equal to the product of (i) the sum of the total amount of term loans
then outstanding plus the aggregate commitments under the revolving credit
facility and (ii) 0.50%, 0.50%, 1.00% and 1.00%, respectively.
Among other things, SGLP’s credit
facility, as amended by the Amendment, now requires SGLP to make (i) minimum
quarterly amortization payments on March 31, 2010 in the amount of $2.0 million,
June 30, 2010 in the amount of $2.0 million, September 30, 2010 in the amount of
$2.5 million, December 31, 2010 in the amount of $2.5 million and March 31, 2011
in the amount of $2.5 million, (ii) mandatory prepayments of amounts
outstanding under the revolving credit facility (with no commitment reduction)
whenever cash on hand exceeds $15.0 million, (iii) mandatory prepayments with
100% of asset sale proceeds, (iv) mandatory prepayment with 50% of the proceeds
raised through equity raises and (v) annual prepayments with 50% of excess cash
flow. SGLP’s credit facility, as amended by the Amendment, prohibits
SGLP from making draws under the revolving credit facility if it would have more
than $15.0 million of cash on hand after making the draw and applying the
proceeds thereof.
Under the credit facility, as amended
by the Amendment, SGLP is required to maintain compliance with certain financial
covenants, including maintaining a maximum leverage ratio, minimum interest
coverage ratio, minimum consolidated adjusted EBITDA and maximum annual capital
expenditures. In addition, pursuant to the Amendment, SGLP’s ability
to make acquisitions and investments in unrestricted subsidiaries is limited and
SGLP may only make distributions if its leverage ratio is less than 3.50:1.00
and certain other conditions are met.
SGLP's credit facility, as amended by
the Agreement, permits SGLP to sell its asphalt assets subject to certain
conditions. Additionally, it permits SGLP to repurchase amounts
outstanding under the credit facility via a Dutch auction process with 50% of
the proceeds raised through equity raises and with 50% of excess cash
flow.
This description of the Amendment is
qualified in its entirety by reference to the Amendment, a copy of which is
filed as Exhibit 10.14 to this Current Report on Form 8-K and is incorporated
herein by reference.
Relationships
Each of the SGLP Parties may be
considered an indirect subsidiary of the Private Company although, as previously
disclosed in filings with the Securities and Exchange Commission, they are not
controlled by the Private Company.
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Item
1.02.
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Termination
of a Material Definitive Agreement.
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The description in Item 1.01 relating
to the rejection of the Rejected Contracts is incorporated into this Item 1.02
by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth above in Item
1.01 is incorporated into this Item 2.03 by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
In accordance with General Instruction
B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is
deemed to be “furnished” and shall not be deemed to be “filed” for purposes of
the Exchange Act.
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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—
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Master
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among by and among SemGroup, L.P., SemManagement,
L.L.C., SemOperating G.P., L.L.C., SemMaterials, L.P., K.C. Asphalt,
L.L.C., SemCrude, L.P., Eaglwing, L.P., SemGroup Holdings, L.P., SemGroup
Energy Partners, L.P., SemGroup Energy Partners G.P., L.L.C., SemGroup
Energy Partners Operating, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C., SGLP
Management, Inc. and SemMaterials Energy Partners,
L.L.C.
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10.2
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—
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Shared
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup Energy Partners, L.P.,
SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe
G.P., L.L.C., SemPipe, L.P., SemCrude, L.P. and SemManagement,
L.L.C.
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10.3
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—
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Transition
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup Energy Partners, L.P.,
SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe
G.P., L.L.C., SemPipe, L.P., SemMaterials Energy Partners, L.L.C., SGLP
Asphalt L.L.C., SemCrude, L.P., SemGroup, L.P., SemMaterials, L.P. and
SemManagement, L.L.C.
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10.4
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—
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Contribution,
Conveyance, Assignment and Assumption Agreement, dated as of April 7, 2009
to be effective as of 11:59 PM CDT March 31, 2009, by and among
SemMaterials, L.P., K.C. Asphalt, L.L.C., SGLP Asphalt, L.L.C. and
SemMaterials Energy Partners, L.L.C.
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10.5
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—
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Membership
Interest Transfer Agreement, dated as of April 7, 2009 to be effective as
of 11:59 PM CDT March 31, 2009, by and between SemMaterials, L.P. and
SemMaterials Energy Partners, L.L.C.
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10.6
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—
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Throughput
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among SemGroup Energy Partners, L.L.C. and
SemCrude, L.P.
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10.7
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—
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Terminalling
and Storage Agreement, dated as of April 7, 2009 to be effective as of
11:59 PM CDT March 31, 2009, by and between SemMaterials Energy Partners,
L.L.C. and SemMaterials, L.P.
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10.8
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—
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Access
and Use Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and between SemMaterials, L.P. and SemMaterials
Energy Partners, L.L.C.
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10.9
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—
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Trademark
License Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup, L.P., SemMaterials, L.P. and
SemGroup Energy Partners, L.P.
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10.10
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—
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Office
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
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10.11
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—
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Building
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
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10.12
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—
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Mutual
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, among SemCrude, L.P., SemGroup Energy Partners,
L.L.C., and SemGroup Crude Storage, L.L.C.
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10.13
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—
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Pipeline
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among White Cliffs Pipeline, L.L.C.,
SemGroup Energy Partners, L.L.C., and SemGroup Crude Storage,
L.L.C.
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10.14
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—
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Consent,
Waiver and Amendment to Credit Agreement, dated as of April 7, 2009, by
and among SemGroup Energy Partners, L.P., as Borrower, SemGroup Energy
Partners G.P., L.L.C., SemGroup Energy Partners Operating, L.L.C.,
SemMaterials Energy Partners, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C. and
SGLP Management, Inc., as Guarantors, Wachovia Bank, National Association,
as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders
party thereto.
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99.1
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—
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Press
release dated April 8,
2009.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
SEMGROUP ENERGY PARTNERS,
L.P.
By: SemGroup Energy
Partners G.P., L.L.C.
its
General Partner
Date: April
10,
2009
By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief Financial Officer and
Secretary
INDEX
TO EXHIBITS
|
EXHIBIT
NUMBER
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|
DESCRIPTION
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|
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10.1
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Master
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among by and among SemGroup, L.P., SemManagement,
L.L.C., SemOperating G.P., L.L.C., SemMaterials, L.P., K.C. Asphalt,
L.L.C., SemCrude, L.P., Eaglwing, L.P., SemGroup Holdings, L.P., SemGroup
Energy Partners, L.P., SemGroup Energy Partners G.P., L.L.C., SemGroup
Energy Partners Operating, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C., SGLP
Management, Inc. and SemMaterials Energy Partners,
L.L.C.
|
|
10.2
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Shared
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup Energy Partners, L.P.,
SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe
G.P., L.L.C., SemPipe, L.P., SemCrude, L.P. and SemManagement,
L.L.C.
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10.3
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Transition
Services Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup Energy Partners, L.P.,
SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe
G.P., L.L.C., SemPipe, L.P., SemMaterials Energy Partners, L.L.C., SGLP
Asphalt L.L.C., SemCrude, L.P., SemGroup, L.P., SemMaterials, L.P. and
SemManagement, L.L.C.
|
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10.4
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Contribution,
Conveyance, Assignment and Assumption Agreement, dated as of April 7, 2009
to be effective as of 11:59 PM CDT March 31, 2009, by and among
SemMaterials, L.P., K.C. Asphalt, L.L.C., SGLP Asphalt, L.L.C. and
SemMaterials Energy Partners, L.L.C.
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|
10.5
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Membership
Interest Transfer Agreement, dated as of April 7, 2009 to be effective as
of 11:59 PM CDT March 31, 2009, by and between SemMaterials, L.P. and
SemMaterials Energy Partners, L.L.C.
|
|
10.6
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Throughput
Agreement, dated as of April 7, 2009 to be effective as of 11:59 PM CDT
March 31, 2009, by and among SemGroup Energy Partners, L.L.C. and
SemCrude, L.P.
|
|
10.7
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Terminalling
and Storage Agreement, dated as of April 7, 2009 to be effective as of
11:59 PM CDT March 31, 2009, by and between SemMaterials Energy Partners,
L.L.C. and SemMaterials, L.P.
|
|
10.8
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Access
and Use Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and between SemMaterials, L.P. and SemMaterials
Energy Partners, L.L.C.
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|
10.9
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Trademark
License Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among SemGroup, L.P., SemMaterials, L.P. and
SemGroup Energy Partners, L.P.
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|
10.10
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Office
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
|
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10.11
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Building
Lease, dated as of April 7, 2009 to be effective as of 11:59 PM CDT March
31, 2009, by and between SemGroup Energy Partners, L.L.C. and SemCrude,
L.P.
|
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10.12
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Mutual
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, among SemCrude, L.P., SemGroup Energy Partners,
L.L.C., and SemGroup Crude Storage, L.L.C.
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10.13
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Pipeline
Easement Agreement, dated as of April 7, 2009 to be effective as of 11:59
PM CDT March 31, 2009, by and among White Cliffs Pipeline, L.L.C.,
SemGroup Energy Partners, L.L.C., and SemGroup Crude Storage,
L.L.C.
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10.14
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Consent,
Waiver and Amendment to Credit Agreement, dated as of April 7, 2009, by
and among SemGroup Energy Partners, L.P., as Borrower, SemGroup Energy
Partners G.P., L.L.C., SemGroup Energy Partners Operating, L.L.C.,
SemMaterials Energy Partners, L.L.C., SemGroup Energy Partners, L.L.C.,
SemGroup Crude Storage, L.L.C., SemPipe, L.P., SemPipe G.P., L.L.C. and
SGLP Management, Inc., as Guarantors, Wachovia Bank, National Association,
as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders
party thereto.
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99.1
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Press
release dated April 8, 2009.
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