Table of Contents
As filed with the Securities and Exchange Commission on January 8, 2018
Registration No. 333-                

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SEMGROUP CORPORATION*
(Exact name of registrant as specified in its charter)

1389
(Primary Standard Industrial
Classification Code Number)

 
					
Delaware	 	Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231	 	20-3533152	
(State or other jurisdiction of
incorporation or organization)	 	(Address, including zip code,
and telephone number, including area code, of registrant’s principal executive offices)	 	(I.R.S. Employer
Identification Number)	
Carlin G. Conner
President and Chief Executive Officer
Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, Oklahoma 74136-4231
(918) 524-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copy to:
Robert J. Melgaard
Conner & Winters, LLP
4000 One Williams Center
Tulsa, Oklahoma 74172
(918) 586-5711

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
Non-accelerated filer	 	☐  (Do not check if a smaller reporting company)	  	Smaller reporting company	 	☐	
	 		  	Emerging growth company	 	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of
Securities to be Registered	 	Amount
to be
Registered(1)	 	Amount of
Registration Fee(1)	
6.375% Senior Notes due 2025	 	$325,000,000	 	$40,463	
Guarantees of 6.375% Senior Notes due 2025(2)	 	—  	 	—  (3)	

(1)	Calculated under Rule 457(f)(2) under the Securities Act of 1933, as amended.	
(2)	The subsidiaries listed on the next page in the Table of Subsidiary Guarantor Registrants will guarantee the notes being registered.	
(3)	Under Rule 457(n) of the Securities Act of 1933, as amended, no registration fee is required for the guarantees.	
*	The subsidiaries listed on the next page in the Table of Subsidiary Guarantor Registrants are also included in this registration statement as additional registrants.	

 

Table of Contents
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

Exact Name of Subsidiary Guarantor Registrant
as Specified in its Charter(1)	  	State or Other
Jurisdiction
of Organization	  	Primary Standard
Industrial Classification
Number	  	I.R.S. Employer
Identification Number	
Rose Rock Finance Corporation	  	Delaware	  	4610	  	90-0976829	
Rose Rock Midstream Operating, LLC	  	Delaware	  	4610	  	45-3090063	
Rose Rock Midstream Energy GP, LLC	  	Delaware	  	4610	  	45-3802276	
Rose Rock Midstream Crude, L.P.	  	Delaware	  	4610	  	73-1477524	
Rose Rock Midstream Field Services, LLC	  	Delaware	  	4610	  	80-0940958	
SemGas, L.P.	  	Oklahoma	  	1389	  	73-1611095	
SemGroup Europe Holding, L.L.C.	  	Delaware	  	6719	  	20-4194229	
SemOperating G.P., L.L.C.	  	Oklahoma	  	6719	  	57-1215442	
SemMexico, L.L.C.	  	Oklahoma	  	6719	  	26-2365141	
SemDevelopment, L.L.C.	  	Delaware	  	6719	  	26-2019894	
Mid-America Midstream Gas Services, L.L.C.	  	Oklahoma	  	1389	  	27-0680864	
SemCrude Pipeline, L.L.C.	  	Delaware	  	4610	  	20-8649811	
Wattenberg Holding, LLC	  	Oklahoma	  	4610	  	38-3874613	
Glass Mountain Holding, LLC	  	Oklahoma	  	4610	  	90-0828413	
SemMaterials, L.P.	  	Oklahoma	  	6719	  	57-1215443	

(1)	The address for each subsidiary guarantor registrant is Two Warren Place, 6120 S. Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136-4231, and the telephone number for each subsidiary guarantor registrant is (918) 524-8100.	

Each registrant hereby amends this registration statement on such date as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction in which the offering is not permitted.
 
SUBJECT TO COMPLETION, DATED JANUARY 8, 2018
PROSPECTUS

SemGroup Corporation
Offer to Exchange
up to $325,000,000 of
6.375% Senior Notes due 2025
That Have Not Been Registered Under
the Securities Act of 1933
for
up to $325,000,000 of
6.375% Senior Notes due 2025
That Have Been Registered Under
the Securities Act of 1933

Terms of the new 6.375% Senior Notes due 2025 Offered in the Exchange Offer:
 
•	 	The terms of the new notes (the “New Notes”) are identical to the terms of the old notes that were issued on March 15, 2017 (the “Old Notes”), except that the New Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer, registration rights or provisions for additional interest.	
Terms of the Exchange Offer:
 
•	 	We are offering to exchange up to $325,000,000 of our Old Notes for New Notes with materially identical terms that have been registered under the Securities Act and are freely tradable.	
 
•	 	We will exchange all Old Notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of New Notes.	
 
•	 	The exchange offer expires at 5:00 p.m., New York City time, on                 , 2018, unless extended.	
 
•	 	Tenders of Old Notes may be withdrawn at any time before the expiration of the exchange offer.	
 
•	 	The exchange of New Notes for Old Notes will not be a taxable event for U.S. federal income tax purposes.	
Each broker-dealer that receives New Notes for its own account under the exchange offer in exchange for Old Notes that were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We agreed to permit the use of this prospectus for a period of up to 180 days after the expiration date of the exchange offer by such broker-dealers to satisfy this prospectus delivery requirement. See “Plan of Distribution.”

You should carefully consider the RISK FACTORS beginning on page 16 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is                 , 2018

Table of Contents
 TABLE OF CONTENTS

 	  	Page	 	
About This Prospectus	  	 	i	 	
Cautionary Note Regarding Forward-Looking Statements	  	 	i	 	
Prospectus Summary	  	 	1	 	
Risk Factors	  	 	16	 	
Exchange Offer	  	 	25	 	
Ratio of Earnings to Fixed Charges	  	 	33	 	
Use of Proceeds	  	 	34	 	
Description of the Notes	  	 	35	 	
Book-Entry; Delivery and Form	  	 	92	 	
Plan of Distribution	  	 	95	 	
Material United States Federal Tax Consequences	  	 	96	 	
Legal Matters	  	 	96	 	
Experts	  	 	96	 	
Where You Can Find More Information; Incorporation by Reference	  	 	96	 	
Annex A: Letter of Transmittal	  	 	A-1	 	

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. This information is available to you without charge upon written or oral request to: Two Warren Place, 6120 S. Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136-4231, Attention: Investor Relations, (918) 524-8100. To obtain timely delivery, you must request the information no later than the date that is five business days before the expiration date of the exchange offer.

Table of Contents
 ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”). In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, or any document incorporated by reference into this prospectus, is accurate as of any date other than the date on the front cover of this prospectus or the date of such document incorporated by reference, as the case may be.
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we incorporate by reference herein contain “forward-looking statements.” All statements, other than statements of historical facts, included or incorporated by reference in this prospectus regarding the prospects of our industry, our anticipated financial performance, management’s plans and objectives for future operations, planned capital expenditures, business prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negative of these terms or variations of them or similar terms. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks, and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that could cause actual results to differ from those contemplated by our forward-looking statements include, but are not limited to, the following:
 
 	•	 	Our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs;	
 
 	•	 	Any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store;	
 
 	•	 	The effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us;	
 
 	•	 	Our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity;	
 
 	•	 	The failure to realize the anticipated benefits of our recent acquisition of 100% of the equity interests in Buffalo Parent Gulf Coast Terminals LLC (“Buffalo Parent”), the parent company of Buffalo Gulf Coast Terminals LLC (“BGCT”) and HFOTCO LLC doing business as Houston Fuel Oil Terminal Company (“HFOTCO”), which we refer to as the “HFOTCO Acquisition”;	
 
 	•	 	Our ability to pay the second payment related to the HFOTCO Acquisition and the consequences of our failing to do so;	
 
 	•	 	The loss of, or a material nonpayment or nonperformance by, any of our key customers;	
 
 	•	 	The amount of cash distributions, capital requirements and performance of our investments and joint ventures;	
 
 	•	 	The consequences of any divestitures of non-strategic operating assets or divestitures of interests in some of our operating assets through partnerships and/or joint ventures;	
 
i

Table of Contents

 	•	 	The amount of collateral required to be posted from time to time in our purchase, sale or derivative transactions;	
 
 	•	 	The impact of operational and developmental hazards and unforeseen interruptions;	
 
 	•	 	Our ability to obtain new sources of supply of petroleum products;	
 
 	•	 	Competition from other midstream energy companies;	
 
 	•	 	Our ability to comply with the covenants contained in our credit agreements, continuing covenant agreement and the indentures governing our notes, including requirements under our credit agreements and continuing covenant agreement to maintain certain financial ratios;	
 
 	•	 	Our ability to renew or replace expiring storage, transportation and related contracts;	
 
 	•	 	The overall forward markets for crude oil, natural gas and natural gas liquids;	
 
 	•	 	The possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases;	
 
 	•	 	Any future impairment of goodwill resulting from the loss of customers or business;	
 
 	•	 	Changes in currency exchange rates;	
 
 	•	 	Weather and other natural phenomena and climate conditions;	
 
 	•	 	A cyber attack involving our information systems and related infrastructure, or that of our business associates;	
 
 	•	 	The risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies;	
 
 	•	 	Costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment;	
 
 	•	 	The possibility that our hedging activities may result in losses or may have a negative impact on our financial results;	
 
 	•	 	General economic, market and business conditions; and	
 
 	•	 	The occurrence of the risk factors listed elsewhere or incorporated by reference in this prospectus or any related prospectus supplement.	
Consequently, all of the forward-looking statements made or incorporated by reference in this prospectus are qualified by these cautionary statements and there can be no assurance that the actual results or developments we anticipate will be realized or, even if substantially realized, that they will have the consequences for, or effects on, our business or operations that we anticipate today. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
 
ii

Table of Contents
 PROSPECTUS SUMMARY
This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be important to you. You should read this entire prospectus and the documents incorporated by reference and to which we refer you before making an investment decision. You should carefully consider the information set forth under “Risk Factors” beginning on page 16 of this prospectus, the other cautionary statements described in this prospectus and the risk factors and other cautionary statements which are incorporated by reference in this prospectus, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and, to the extent applicable, in any subsequently filed reports. In addition, certain statements include forward-looking information that involves risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”
As used in this prospectus, and unless the context indicates otherwise, the terms the “Company,” “SemGroup,” “we,” “us,” “our,” “ours,” and similar terms refer to SemGroup ® Corporation, its consolidated subsidiaries, and its predecessors. In addition, we refer to the notes to be issued in the exchange offer as the “New Notes” and the notes issued on March 15, 2017 as the “Old Notes.” We refer to the New Notes and the Old Notes collectively as the “Notes.” We sometimes refer to crude oil, natural gas, natural gas liquids (natural gas liquids, or “NGLs,” include ethane, propane, normal butane, iso-butane, and natural gasoline), refined petroleum products and liquid asphalt cement, collectively, as “petroleum products” or “products.”
Our Company
Overview
We are a growth-oriented provider of gathering, transportation, storage, distribution, marketing and other midstream services primarily to producers, refiners of petroleum products and other market participants located in the Gulf Coast, Midwest and Rocky Mountain regions of the U.S., Canada and the west coast of the United Kingdom (the “U.K.”). We, or our significant equity method investees, have an asset base consisting of pipelines, gathering systems, storage facilities, terminals, processing plants and other distribution assets located in North American production and supply areas, including the Gulf Coast, Midwest, Rocky Mountain, and Western Canadian regions. We also maintain and operate storage, terminal and marine facilities at Milford Haven in the U.K. that enable customers to supply petroleum products to markets in the Atlantic Basin. We also operate a network of liquid asphalt cement terminals throughout Mexico. Our operations are conducted directly and indirectly through our primary business segments: Crude Transportation, Crude Facilities, Crude Supply and Logistics, HFOTCO, SemGas ® , SemCAMS, SemLogistics and SemMexico.
Assets and Operations
We believe that the variety of our assets enables us to offer a broad portfolio of midstream services and helps mitigate seasonal fluctuations that may affect less diverse businesses. At September 30, 2017, our business segments owned the following:
 
 	•	 	Crude Transportation operates crude oil pipelines and truck transportation businesses in the U.S. Crude Transportation’s assets include:	
 
 	•	 	a 450-mile crude oil gathering and transportation pipeline system with over 720,000 barrels of associated storage capacity in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries;	
 
 	•	 	the Wattenberg Oil Trunkline, a 75-mile, 12-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the pipeline owned by White Cliffs Pipeline, L.L.C. (“White Cliffs”);	

 
1

Table of Contents

 	•	 	a crude oil trucking fleet of over 245 transport trucks and 245 trailers;	
 
 	•	 	Maurepas Pipeline, consisting of three pipelines, with an approximate total of 106 miles, that service refineries in the Gulf Coast region;	
 
 	•	 	a 51% ownership interest in White Cliffs, which owns a 527-mile pipeline, consisting of two parallel 12-inch common carrier, crude oil pipelines, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma (the “White Cliffs Pipeline”) that we operate; and	
 
 	•	 	a 50% ownership interest in Glass Mountain Pipeline, LLC (“Glass Mountain”), which owns a 215-mile crude oil pipeline in western and north central Oklahoma that we operate and is constructing a 44-mile pipeline extension into the STACK play in central Oklahoma. We sold our 50% interest in Glass Mountain on December 22, 2017.	
 
 	•	 	Crude Facilities operates a crude oil storage and terminal business in the U.S. Crude Facilities’ assets include:	
 
 	•	 	approximately 7.6 million barrels of crude oil storage capacity in Cushing, Oklahoma, of which 6.25 million barrels are leased to customers and 1.35 million barrels are used for crude oil operations, blending and marketing activities; and	
 
 	•	 	a 30-lane crude oil truck unloading facility with 350,000 barrels of associated storage capacity in Platteville, Colorado that connects to the origination point of the White Cliffs Pipeline.	
 
 	•	 	Crude Supply and Logistics operates a crude oil marketing business that utilizes our Crude Transportation and Crude Facilities assets for marketing purposes. Additionally, Crude Supply and Logistics’ assets include approximately 61,800 barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.	
 
 	•	 	HFOTCO, acquired in July 2017, operates a large terminal facility located on the U.S. Gulf Coast. HFOTCO’s assets include:	
 
 	•	 	approximately 16.8 million barrels of product storage with crude pipeline connectivity to the local refining complex, deep water marine access and inbound crude receipt pipeline connectivity, as well as rail and truck loading and unloading capabilities; and	
 
 	•	 	330 acres on the Houston Ship Channel.	
 
 	•	 	SemGas provides natural gas gathering, processing and marketing services in the U.S. and owns and operates gathering systems and four natural gas processing plants with a combined operating capacity of 595 million cubic feet per day. SemGas is building a 50-mile, 200 million cubic feet per day natural gas pipeline to connect our northern Oklahoma processing facilities to the STACK play in central Oklahoma (the “Canton Pipeline”), which became operational in late fourth quarter of 2017. The Canton Pipeline is backed by firm commitments from an investment grade counterparty as well as a long-term gathering and processing agreement with dedicated acreage. With additional compression, the Canton Pipeline could be expanded up to 400 million cubic feet per day to serve other producers in the area.	
 
 	•	 	SemCAMS provides natural gas gathering and processing services in Alberta, Canada and owns working interests in, and operates, four natural gas processing plants with a combined operating capacity of 695 million cubic feet per day. SemCAMS is constructing a sour gas processing plant in the Wapiti area of the Montney play in Alberta with a capacity of 200 million cubic feet per day, which is expected to be completed in the second quarter of 2019. SemCAMS has also announced plans to build a new sour gas facility to process sour Montney gas in the Pipestone region of the Western Canadian Sedimentary Basin, the first stage of which will have capacity to process 60 million cubic feet per day, and which is expected to be operational in the fourth quarter of 2019.	
 
 	•	 	SemLogistics provides refined product and crude oil storage services in the U.K. and owns a facility in Wales that has multi-product storage capacity of approximately 8.7 million barrels. We have hired a financial advisor to assist in the evaluation of a potential sale of SemLogistics.	

 
2

Table of Contents

 	•	 	SemMexico purchases, produces, stores, and distributes liquid asphalt cement products in Mexico and operates an in-country network of 12 asphalt cement terminals and modification facilities with a combined storage capacity of approximately 427,000 barrels and two marine terminals with a third under construction. On January 5, 2018, we entered into an agreement to sell SemMexico.	
Additionally, we hold an 11.78% ownership interest in the general partner of NGL Energy Partners LP (NYSE: NGL).
Recent Developments
Acquisition of Houston Fuel Oil Terminal Company
On July 17, 2017, we completed the HFOTCO Acquisition. HFOTCO is one of the largest oil terminals in the U.S. and owns a 16.8 million barrel terminal strategically located on the U.S. Gulf Coast with crude pipeline delivery connectivity to the local refining complex, deep water marine access and inbound crude receipt pipeline connectivity, as well as rail/truck loading and unloading capabilities. The terminal, located on 330 acres on the Houston Ship Channel, stores, blends and transports residual fuel and crude oil as well as asphalt via pipeline, barge, rail, truck and ship for major oil companies, refiners, international trading firms and others. HFOTCO is currently executing on contractually supported growth projects, including a new ship dock, a new pipeline and connections, as well as an additional 1.45 million barrels of crude oil storage, expected to be in service mid-2018.
This acquisition:
 
 	•	 	Provides us with a premier position on the Houston Ship Channel with strong connectivity to the local refinery complex and inbound receipt capabilities from all major producing basins;	
 
 	•	 	Significantly enhances our scale and diversifies our business with refinery facing take-or-pay cash flows;	
 
 	•	 	Uniquely positions us to capitalize on shifting global market trends, including the ability to export products;	
 
 	•	 	Enables us to capture low-risk growth opportunities; and	
 
 	•	 	Provides stable cash flows that help support targeted dividend growth.	
Consideration for the HFOTCO Acquisition was separated into a payment at closing (the “First Payment”) and a second payment to be made on or before December 31, 2018. The First Payment consisted of approximately $400 million in the form of our shares of Class A common stock issued at a predetermined price of $32.30 per share for a total of 12,383,900 shares, $297 million in cash (which is net of an estimated $4.2 million preliminary adjustment for working capital, net indebtedness and capital expenditures), and approximately $766 million in the form of assumed net indebtedness of HFOTCO. We funded the cash portion of the payment at closing and certain other transaction costs with borrowings under the SemGroup Credit Agreement (as defined herein). The second payment consists of $600 million of cash if paid on December 31, 2018, which amount is discounted at a rate of 5% per annum if paid prior to December 31, 2018, and increases to $680 million if not paid by December 31, 2018, but which amount must be paid any time after December 31, 2018 upon the written request of Buffalo Investor I, L.P. and Buffalo Investor II, L.P. (collectively, the “Sellers”) and, in any event, not later than December 31, 2019 (the “Second Payment”). Neither the Company nor any of its subsidiaries other than Beachhead I LLC and Beachhead II LLC (collectively, the “Buyers”), Buffalo Parent and Beachhead Holdings LLC, the parent company of the Buyers (“Beachhead Holdings” and, together with the Buyers and Buffalo Parent, the “HFOTCO Entities”), will have any obligation to pay the Second Payment to Sellers. Instead, the Second Payment is secured by a guarantee by the HFOTCO Entities and a pledge of the equity interests in Buffalo Parent and the Buyers in favor of the Sellers.

 
3

Table of Contents
We have hired a financial advisor to assist us in the evaluation of the options available to us in making the Second Payment. Preferred options under consideration include the divestiture of non-strategic operating assets in order to focus our capital investments in assets and operations that are central to our overall business strategy, the divestiture of interests in some of our operating assets through partnerships and/or joint ventures or the issuance of structured equity. From time to time we engage in active discussions for the divestiture of such assets or interests. These discussions can involve significant amounts of assets or interests and may reach advanced stages. At the present time, we are continuing to review several situations which, over time, could develop into divestiture opportunities. To date, with the exception of the transactions described under the captions “Sale of Interest in Glass Mountain Pipeline” and “Sale of SemMexico” below, no definitive agreements for the sale of any such assets or interests have been reached. We expect to continue to evaluate and in some cases pursue such opportunities as they may arise.
To provide the Sellers with incremental certainty as to the value of such pledged interests, we have agreed that the HFOTCO Entities will not engage in any business, operations or activity except the holding of equity interests in their subsidiaries until the Second Payment is paid in full. In addition, we have agreed to certain restrictions on the operations of HFOTCO, including restrictions on the incurrence of any liens on its assets or any new debt or liability, as well as limitations on transactions between us and our other subsidiaries, on the one hand, and the HFOTCO Entities and their subsidiaries, including HFOTCO, on the other hand, until the Second Payment is paid in full. The HFOTCO Entities and each of their subsidiaries are unrestricted subsidiaries for all purposes under the indenture governing the Notes and do not guarantee the Old Notes and will not guarantee the New Notes.
Sale of Interest in Glass Mountain Pipeline
On November 8, 2017, we entered into an agreement to sell our 50% interest in Glass Mountain Pipeline, LLC, which owns a 215-mile crude oil pipeline in western and north central Oklahoma and 1.5 million barrels of associated storage, that we operate, to an affiliate of BlackRock Inc.’s Global Energy and Power Infrastructure Fund in partnership with Navigator Energy Services for $300 million in cash. This transaction is part of our previously announced plan to fund the Second Payment discussed above under the caption “Acquisition of Houston Fuel Oil Terminal Company.” We completed this sale transaction on December 22, 2017.
Sale of SemMexico
On January 5, 2018, two of our wholly-owned subsidiaries, SemMaterials, L.P., an Oklahoma limited partnership, and SemMexico, L.L.C., an Oklahoma limited liability company, entered into a Membership Interest Purchase Agreement (the “MIPA”) with Ergon Asfaltos Mexico HC, LLC, a Mississippi limited liability company (“EAMHC”), Ergon Mexico HC, LLC, a Mississippi limited liability company (“EMHC”), and Ergon Asphalt & Emulsions, Inc., a Mississippi corporation, pursuant to which, among other things, SemMaterials, L.P. and SemMexico, L.L.C. (each, a “SemMexico Seller” and, collectively, the “SemMexico Sellers”) agreed to sell their interest in all of the issued and outstanding membership interests ( partes sociales ) of SemMexico Materials HC, S. de R.L. de C.V., a Mexican limited liability company (“SMHC”), SemMaterials HC México, S. de R.L. de C.V., a Mexican limited liability company (“SHCM”), SemMaterials México, S. de R.L. de C.V., a Mexican limited liability company (“SM”), and SemMaterials SC México, S. de R.L. de C.V., a Mexican limited liability company (“SSCM” and, together with SMHC, SHCM and SM, “SemMexico”), to EAMHC and EMHC.
Pursuant to the MIPA, the SemMexico Sellers have agreed to sell (i) 99.99% and 0.01% of the issued and outstanding membership interests ( partes sociales ) of SMHC owned by SemMaterials, L.P. and SemMexico, L.L.C., respectively, and (ii) 0.01% of the issued and outstanding membership interests of each of SHCM, SM and SSCM owned by SemMexico, L.L.C. (collectively, the “SemMexico Disposition”), in exchange for

 
4

Table of Contents
$55.0 million U.S. dollars plus or minus the value of non-cash working capital as of closing plus the amount of certain permitted capital expenditures incurred between the execution of the MIPA and closing.
The SemMexico Disposition is expected to close early in the second quarter of 2018, subject to the receipt of certain governmental approvals and the satisfaction of other customary closing conditions.
Sale of Senior Unsecured Notes due 2026
On September 15, 2017, we entered into a purchase agreement with certain of our wholly-owned subsidiaries, as guarantors (the “Guarantors”), and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which, on September 20, 2017, we issued and sold to the Initial Purchasers (the “Offering”) $300 million in aggregate principal amount of the Company’s 7.25% senior unsecured notes due 2026 (the “2026 Notes”), for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States pursuant to Regulation S of the Securities Act.
The 2026 Notes were issued under an indenture (the “2026 Notes Indenture”) entered into on September 20, 2017 by and among the Company, the Guarantors and Wilmington Trust, National Association, as trustee. The 2026 Notes are fully and unconditionally guaranteed on a senior unsecured basis by our existing subsidiaries that guarantee the SemGroup Credit Agreement. Interest on the 2026 Notes accrues at a rate of 7.25% per annum and is payable in cash semi-annually on March 15 and September 15 of each year, commencing on March 15, 2018. The 2026 Notes will mature on March 15, 2026.
Prior to March 15, 2021, we may redeem the 2026 Notes, in whole or in part, at any time at a price equal to 100% of the principal amount of the 2026 Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date and a “make-whole premium.” Additionally, from time to time before September 15, 2020, we may choose to redeem up to 35% of the original principal amount of the 2026 Notes at a redemption price equal to 107.250% of the face amount thereof plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds that we raise in one or more equity offerings. On or after March 15, 2021, we may redeem the 2026 Notes, in whole or in part, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon to, but not including, the redemption date if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

Year	  	Percentage	 	
2021	  	 	103.625	%	
2022	  	 	101.813	%	
2023 and thereafter	  	 	100.000	%	
Upon the occurrence of a change of control triggering event, as defined in the 2026 Notes Indenture, each holder of the 2026 Notes will have the right to require us to repurchase some or all of such holder’s 2026 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the repurchase date.
The 2026 Notes Indenture contains customary covenants restricting our ability and the ability of our restricted subsidiaries to: (i) incur additional indebtedness or issue certain preferred shares; (ii) pay dividends and make certain distributions, investments and other restricted payments; (iii) create certain liens; (iv) sell assets; (v) enter into transactions with affiliates; (vi) enter into sale and lease-back transactions; (vii) merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and (viii) designate our subsidiaries as unrestricted subsidiaries under the Indenture. These covenants are subject to a number of important limitations and exceptions, including certain provisions permitting us, subject to the satisfaction of certain conditions, to

 
5

Table of Contents
transfer assets to certain of our unrestricted subsidiaries. Moreover, if the 2026 Notes receive an investment grade rating from Standard and Poor’s or Moody’s Investors Service and no default has occurred and is continuing under the 2026 Notes Indenture, many of the covenants in the 2026 Notes Indenture will be terminated. The 2026 Notes Indenture also contains customary events of default. Upon an event of default under the 2026 Notes Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the 2026 Notes then outstanding may declare all amounts owing under the 2026 Notes to be due and payable.
Corporate Information
Our principal executive offices are located at Two Warren Place, 6120 S. Yale Avenue, Suite 1500, Tulsa, OK 74136-4231, and our telephone number is (918) 524-8100. Our website is located at www.semgroupcorp.com . Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus. Shares of our Class A Common Stock trade on the New York Stock Exchange under the ticker symbol “SEMG.”
Risk Factors
You should carefully consider all the information contained in this prospectus, including information in documents incorporated by reference, before participating in the exchange offer. In particular, we urge you to carefully consider the factors set forth under “Risk Factors” beginning on page 16 of this prospectus and those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which are incorporated by reference in this prospectus, and, to the extent applicable, the risk factors and other cautionary statements included in any subsequently filed reports.

 
6

Table of Contents
The Exchange Offer
On March 15, 2017, we completed a private offering of the Old Notes. In connection with the closing of the offering of the Old Notes, we entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, among other things, to deliver to you this prospectus and to use commercially reasonable efforts to complete the exchange offer within 365 days after the date we issued the Old Notes.
The following summary contains basic information about the exchange offer and is not intended to be complete. It does not contain all information that may be important to you. For a more complete understanding of the exchange offer, please refer to the section entitled “Exchange Offer” in this prospectus.
 
Exchange Offer	We are offering to exchange New Notes for Old Notes.	
 
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2018, unless we decide to extend it.	
 
Condition to the Exchange Offer	The registration rights agreement does not require us to accept Old Notes for exchange if the exchange offer, or the making of any exchange by a holder of the Old Notes, would violate any applicable law or SEC policy. The exchange offer is not conditioned on a minimum aggregate principal amount of Old Notes being tendered.	
 
Procedures for Tendering Old Notes 	To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering Old Notes held in book-entry form. These procedures, which we call “ATOP,” require that (i) the exchange agent receive, before the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program and (ii) DTC has received:	
 
 	•	 	your instructions to exchange your Old Notes; and	
 
 	•	 	your agreement to be bound by the terms of the letter of transmittal.	
 
 	For more information on tendering your Old Notes, please refer to the sections in this prospectus entitled “Exchange Offer—Terms of the Exchange Offer,” “—Procedures for Tendering,” and “Book-Entry; Delivery and Form.”	
 
Guaranteed Delivery Procedures	None.	
 
Withdrawal of Tenders	You may withdraw your tender of Old Notes at any time before the expiration date. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer—Withdrawal of Tenders.”	
 
Acceptance of Old Notes and Delivery of New Notes	If you fulfill all conditions required for proper acceptance of Old Notes, we will accept any and all Old Notes that you properly tender	

 
7

Table of Contents

 	in the exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any Old Notes that we do not accept for exchange to you without expense promptly after the expiration date and acceptance of the Old Notes for exchange. Please refer to the section in this prospectus entitled “Exchange Offer—Terms of the Exchange Offer.”	
 
Fees and Expenses	We will bear expenses related to the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer—Fees and Expenses.”	
 
Use of Proceeds	The issuance of the New Notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement.	
 
Consequences of Failure to Exchange Old Notes	If you do not exchange your Old Notes in this exchange offer, you will no longer be able to require us to register the Old Notes under the Securities Act except in limited circumstances provided under the registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the Old Notes unless we have registered the Old Notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.	
 
 	In addition, after the consummation of the exchange offer, it is anticipated that the outstanding principal amount of the Old Notes available for trading will be significantly reduced. The reduced float may adversely affect the liquidity and market price of the Old Notes. A smaller outstanding principal amount of Old Notes available for trading may also make the price of the Old Notes more volatile.	
 
U.S. Federal Income Tax Consequences	The exchange of New Notes for Old Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read “Material United States Federal Tax Consequences.”	
 
Exchange Agent	We have appointed Wilmington Trust, National Association, as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal to the exchange agent addressed as follows: Wilmington Trust, National Association, c/o Wilmington Trust Company, Corporate Capital Markets, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1626. Eligible institutions may make requests by facsimile at (302) 636-4139 and may confirm facsimile delivery by calling (302) 636-6181.	

 
8

Table of Contents
Terms of the New Notes
The New Notes will be identical to the Old Notes except that the New Notes will be registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest. The New Notes will evidence the same debt as the Old Notes, and the same indenture, dated as of March 15, 2017 (the “Indenture”), by and among the Company, certain of the Company’s wholly-owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (the “Trustee”), that governs the Old Notes will govern the New Notes.
The following summary contains basic information about the New Notes and is not intended to be complete. It does not contain all information that may be important to you. For a more complete understanding of the New Notes, please refer to the section entitled “Description of the Notes” in this prospectus.
 
Issuer	SemGroup Corporation.	
 
Notes Offered	$325,000,000 aggregate principal amount of 6.375% senior notes due 2025.	
 
Maturity Date	The New Notes will mature on March 15, 2025.	
 
Interest Rate	Interest on the New Notes will be payable in cash and will accrue at a rate of 6.375% per annum.	
 
Interest Payment Dates	March 15 and September 15, commencing on September 15, 2017.	
 
Guarantees	The New Notes will be guaranteed on a senior unsecured basis by each of our existing subsidiaries that guarantees the SemGroup Credit Agreement and certain of our future wholly-owned domestic subsidiaries.	
 
Ranking	The New Notes and the guarantees will be our and the guarantors’ senior unsecured obligations and will:	
 
 	•	 	rank equally in right of payment with any of our and the guarantors’ existing and future senior indebtedness;	
 
 	•	 	rank senior in right of payment to any of our and the guarantors’ future subordinated indebtedness;	
 
 	•	 	be effectively subordinated in right of payment to any of our and the guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and	
 
 	•	 	be structurally subordinated to the obligations of any subsidiary that is not a guarantor of the New Notes.	
 
Optional Redemption	We may redeem the New Notes on or after March 15, 2020, in whole or in part, at our option at a redemption price equal to the principal amount thereof plus accrued and unpaid interest and a redemption premium and additional interest, if any, to, but not including, the redemption date. See “Description of the Notes—Optional Redemption.”	

 
9

Table of Contents

 	We may redeem the New Notes, in whole or in part, at any time prior to March 15, 2020 at a price equal to 100% of the principal amount of the New Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date and a “make-whole premium.”	
 
 	Additionally, from time to time before March 15, 2020, we may choose to redeem up to 35% of the principal amount of the New Notes at a redemption price equal to 106.375% of the face amount thereof, with the net cash proceeds that we raise in one or more equity offerings.	
 
Change of Control Offer	Upon the occurrence of a change of control triggering event, as defined in the Indenture, you will have the right, as holders of the New Notes, to require us to repurchase some or all of your New Notes at 101% of their face amount, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control Triggering Event.”	
 
Certain Covenants	The Indenture contains covenants limiting our and our restricted subsidiaries’ ability to:	
 
 	•	 	incur additional indebtedness or issue certain preferred shares;	
 
 	•	 	pay dividends and make certain distributions, investments and other restricted payments;	
 
 	•	 	create certain liens;	
 
 	•	 	sell assets;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	enter into sale and lease-back transactions;	
 
 	•	 	merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and	
 
 	•	 	designate our subsidiaries as unrestricted subsidiaries.	
 
 	These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes.”	
 
Book-Entry Form	The New Notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC. Beneficial interests in any of the New Notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.	
 
Limited Public Market for the Notes 	The New Notes generally will be freely transferrable but will also be securities for which the public market may be limited. We do not	

 
10

Table of Contents
intend to apply for a listing of the New Notes on any securities exchange or any automated dealer quotation system. Accordingly, we cannot assure you as to the development, persistence or liquidity of a market for the New Notes.
 
Risk Factors	The New Notes involve risks. See “Risk Factors” beginning on page 16 for a discussion of certain factors you should consider in evaluating an investment in the New Notes.	
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following table provides summary historical and pro forma consolidated financial data as of and for the periods shown. The historical balance sheet data as of December 31, 2012, 2013, 2014, 2015 and 2016 and the historical statement of operations data for the years ended December 31, 2012, 2013, 2014, 2015 and 2016 have been derived from our audited financial statements for those dates and periods. The historical balance sheet data as of September 30, 2016 and 2017 and the historical statement of operations data for the nine months ended September 30, 2016 and 2017 have been derived from our unaudited financial statements for those dates and periods. Our summary historical results are not necessarily indicative of results to be expected in future periods.
The unaudited pro forma financial data presented below for the year ended December 31, 2016, for the nine months ended September 30, 2017 and as of September 30, 2017 have been derived from, and should be read together with, our unaudited pro forma consolidated financial statements, including the related notes, for those dates and periods. The pro forma statement of operations data give pro forma effect to the HFOTCO Acquisition and the SemMexico Disposition as if the transactions had occurred on January 1, 2016. The pro forma balance sheet data give pro forma effect to the SemMexico Disposition as if the transaction had occurred on September 30, 2017. The pro forma financial data does not purport to reflect the results of operations that would have occurred if the closing of the HFOTCO Acquisition and the SemMexico Disposition had actually occurred on January 1, 2016 or September 30, 2017, as the case may be. We have based the adjustments necessary to fairly present the unaudited pro forma financial data on available information and believe the adjustments are reasonable. We provide the summary pro forma financial data for illustrative purposes only, and you should not view them as a projection or forecast of our performance for any future period.
The summary financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, including the related notes, in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and the unaudited pro forma consolidated financial statements, including the related notes, in our Current Report on Form 8-K/A filed on August 31, 2017 and our Current Report on Form 8-K filed on January 8, 2018, each of which is incorporated by reference in this prospectus.
We have experienced many changes in our business during the periods shown in the table below, which significantly limits the comparability of the historical financial data. Such changes include, but are not limited to, various impairments of long-lived assets and gains/losses on disposal of long-lived assets.

 
11

Table of Contents

 	 	Historical	 	 	Pro Forma	 	
 	 	Year Ended December 31,	 	 	Nine Months Ended
September 30,	 	 	Year Ended
December 31,
2016	 	 	Nine Months
Ended
September 30,
2017	 	
 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2016	 	 	2017	 	 			 			
(in thousands)	 	 	 	 	 	 	 	 	 	 	 	 	 	(unaudited)	 	
Statement of operations data:	 				 				 				 				 				 				 				
Total revenues	 	$	1,237,497	 	 	$	1,427,016	 	 	$	2,122,579	 	 	$	1,455,094	 	 	$	1,332,164	 	 	$	929,992	 	 	$	1,475,111	 	 	$	1,352,340	 	 	$	1,451,025	 	
Operating income	 	 	57,351	 	 	 	117,914	 	 	 	126,993	 	 	 	129,153	 	 	 	121,590	 	 	 	83,659	 	 	 	24,127	 	 	 	149,996	 	 	 	62,573	 	
Interest expense	 	 	8,902	 	 	 	25,142	 	 	 	49,044	 	 	 	69,675	 	 	 	62,650	 	 	 	54,105	 	 	 	60,055	 	 	 	151,055	 	 	 	105,696	 	
Income (loss) from continuing operations	 	 	28,958	 	 	 	65,753	 	 	 	52,058	 	 	 	42,816	 	 	 	13,263	 	 	 	1,260	 	 	 	(19,769	) 	 	 	(26,252	) 	 	 	(25,046	) 	
(Loss) income from discontinued operations	 	 	2,939	 	 	 	59	 	 	 	(1	) 	 	 	(4	) 	 	 	(1	) 	 	 	(1	) 	 	 	—  	 	 	 	(1	) 	 	 	—  		
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	 	31,897	 	 	 	65,812	 	 	 	52,057	 	 	 	42,812	 	 	 	13,262	 	 	 	1,259	 	 	 	(19,769	) 	 	 	(26,253	) 	 	 	(25,046	) 	
Net income attributable to noncontrolling interests	 	 	9,797	 	 	 	17,710	 	 	 	22,817	 	 	 	12,492	 	 	 	11,167	 	 	 	11,167	 	 	 	—  	 	 	 	11,167	 	 	 	—  	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to SemGroup	 	$	22,100	 	 	$	48,102	 	 	$	29,240	 	 	$	30,320	 	 	$	2,095	 	 	$	(9,908	) 	 	$	(19,769	) 	 	$	(37,420	) 	 	$	(25,046	) 	
Other financial data:	 				 				 				 				 				 				 				
Adjusted EBITDA(1)	 	$	134,965	 	 	$	189,018	 	 	$	287,441	 	 	$	305,282	 	 	$	282,795	 	 	$	216,585	 	 	$	216,810	 	 	$	382,449	 	 	$	271,071	 	
Covenant EBITDA(1)	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	$	376,403	 	 	$	284,849	 	
Capital expenditures	 	$	119,319	 	 	$	215,609	 	 	$	270,506	 	 	$	479,530	 	 	$	312,456	 	 	$	203,776	 	 	$	346,204	 	 	$	363,345	 	 	$	403,823	 	
Ratio of Earnings to Fixed Charges (2)(3)	 	 	4.6x	 	 	 	2.5x	 	 	 	2.9x	 	 	 	2.4x	 	 	 	1.5x	 	 	 	N/A	 	 	 	—  	 	 	 	N/A	 	 	 	N/A	 	
Statement of cash flows data:	 				 				 				 				 				 				 				
Net cash provided by (used in):	 				 				 				 				 				 				 				
Operating activities	 	$	79,642	 	 	$	173,409	 	 	$	181,658	 	 	$	181,762	 	 	$	169,974	 	 	$	140,104	 	 	$	92,417	 	 	 	N/A	 	 	 	N/A	 	
Investing activities	 	$	(161,891	) 	 	$	(738,408	) 	 	$	(290,225	) 	 	$	(442,141	) 	 	$	(228,284	) 	 	$	(124,159	) 	 	$	(622,117	) 	 	 	N/A	 	 	 	N/A	 	
Financing activities	 	$	86,483	 	 	$	561,130	 	 	$	73,308	 	 	$	277,027	 	 	$	75,909	 	 	$	89,144	 	 	$	519,025	 	 	 	N/A	 	 	 	N/A	 	

 	 	Historical	 	 	Pro Forma	 	
 	 	As of December 31,	 	 	As of September 30,	 	 	As of
September 30,
2017	 	
 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2016	 	 	2017	 	 			
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(unaudited)	 	
Balance sheet data:	 				 				 				 				 				 				 				 				
Total assets	 	$	1,748,179	 	 	$	2,464,437	 	 	$	2,576,388	 	 	$	2,853,909	 	 	$	3,074,972	 	 	$	2,991,248	 	 	$	5,364,925	 	 	$	5,291,806	 	
Long-term debt, including current portion	 	$	206,086	 	 	$	608,948	 	 	$	753,718	 	 	$	1,057,847	 	 	$	1,050,944	 	 	$	1,030,165	 	 	$	3,014,958	 	 	$	2,938,905	 	
Owners’ equity:	 				 				 				 				 				 				 				 				
SemGroup Corporation owners’ equity	 	$	892,394	 	 	$	1,053,902	 	 	$	1,149,508	 	 	$	1,115,527	 	 	$	1,445,965	 	 	$	1,472,047	 	 	$	1,693,891	 	 	$	1,709,972	 	
Noncontrolling interest	 	$	129,134	 	 	$	159,961	 	 	$	69,929	 	 	$	80,829	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total owners’ equity	 	$	1,021,528	 	 	$	1,213,863	 	 	$	1,219,437	 	 	$	1,196,356	 	 	$	1,445,965	 	 	$	1,472,047	 	 	$	1,693,891	 	 	$	1,709,972	 	
(footnotes on following page)

 
12

Table of Contents

(1)	Covenant EBITDA is only being provided on a pro forma basis for the year ended December 31, 2016 and for the nine months ended September 30, 2017. For information regarding our definitions of Adjusted EBITDA and Covenant EBITDA, our reasons for using Adjusted EBITDA and Covenant EBITDA as supplemental financial measures and a reconciliation of each of these measures to its most directly comparable GAAP financial measure, please see “—Non-GAAP Financial Measures and Reconciliations” in this prospectus and for additional information regarding Adjusted EBITDA please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Evaluate Our Operations” in our Annual Report on Form 10-K for the year ended December 31, 2016.	
(2)	For the definitions of “earnings” and “fixed charges” for purposes of this computation, please see “Ratio of Earnings to Fixed Charges.”	
(3)	Earnings for the nine months ended September 30, 2017, were insufficient to cover fixed charges by $47.4 million.	
Non-GAAP Financial Measures and Reconciliations
Adjusted EBITDA and Covenant EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial condition and results of operations.
We define Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization and adjusted for selected items that we believe impact the comparability of financial results between reporting periods. In addition to non-cash items, we have selected items for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which are generally outside of the results of day to day operations of the business. These items are not considered non-recurring, infrequent or unusual, but do erode comparability among periods in which they occur with periods in which they do not occur or occur to a greater or lesser degree. Historically, we have selected items such as gains on the sale of common units of NGL Energy Partners LP, costs related to our predecessor’s bankruptcy, significant business development related costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results of day to day operations among periods difficult and have chosen to remove these items from our Adjusted EBITDA. We expect to adjust for similar types of items in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanical interruptions and numerous other factors. We do not adjust for these types of variances. We use Adjusted EBITDA as a supplemental performance measure to assess:
 
 	•	 	our operating performance as compared to that of other companies in our industry, without regard to financing methods, historical cost basis, capital structure or the impact of fluctuating commodity prices; and	
 
 	•	 	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.	
Covenant EBITDA is determined by reference to the related definitions in the SemGroup Credit Agreement and the Indenture and is calculated as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization and adjusted for other selected items set forth in the SemGroup Credit Agreement and the Indenture. Covenant EBITDA is used to determine our compliance with certain covenants in the SemGroup Credit Agreement and the Indenture.
Net income (loss) is the GAAP financial measure most directly comparable to each of Adjusted EBITDA and Covenant EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. Each of these non-GAAP financial measures has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measure. You should not consider Adjusted EBITDA or Covenant EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and

 
13

Table of Contents
Covenant EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to a similarly titled measure of other companies, thereby diminishing their utility.
Management compensates for the limitations of Adjusted EBITDA and Covenant EBITDA as analytical tools by reviewing the comparable GAAP financial measures, understanding the difference between Adjusted EBITDA and Covenant EBITDA, on the one hand, and each of their respective most directly comparable GAAP financial measures, on the other hand, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating our operating results.
The following table presents a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to each of Adjusted EBITDA and Covenant EBITDA on a historical basis and on a pro forma basis, as the case may be, for the periods indicated.

 	 	Historical	 	 	Pro Forma	 	
 	 	Year Ended December 31,	 	 	Nine Months Ended
September 30,	 	 	Year Ended
Dec. 31,
2016	 	 	Nine Months
Ended
Sept. 30,
2017	 	
 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2016	 	 	2017	 	 			 			
 	 	 	 	 	 	 	 	(Unaudited; in thousands)	 	
Reconciliation of net income (loss) to Adjusted EBITDA and Covenant EBITDA:	 				 				 				 				 				 				 				 				 				
Net income (loss)	 	$	31,897	 	 	$	65,812	 	 	$	52,057	 	 	$	42,812	 	 	$	13,262	 	 	$	1,259	 	 	$	(19,769	) 	 	$	(26,253	) 	 	$	(25,046	) 	
Add:	 				 				 				 				 				 				 				
Interest expense	 	 	8,902	 	 	 	25,142	 	 	 	49,044	 	 	 	69,675	 	 	 	62,650	 	 	 	54,105	 	 	 	60,055	 	 	 	151,055	 	 	 	105,696	 	
Income tax expense (benefit)	 	 	(2,078	) 	 	 	(17,254	) 	 	 	46,513	 	 	 	33,530	 	 	 	11,268	 	 	 	(4,851	) 	 	 	(33,529	) 	 	 	(10,116	) 	 	 	(35,915	) 	
Depreciation and amortization	 	 	48,210	 	 	 	66,409	 	 	 	98,397	 	 	 	100,882	 	 	 	98,804	 	 	 	74,028	 	 	 	100,336	 	 	 	174,342	 	 	 	137,060	 	
Loss (gain) on disposal or impairment, net	 	 	(3,531	) 	 	 	(239	) 	 	 	32,592	 	 	 	11,472	 	 	 	16,048	 	 	 	16,010	 	 	 	43,801	 	 	 	16,115	 	 	 	44,029	 	
Loss (income) from discontinued operations, net of income taxes	 	 	(2,939	) 	 	 	(59	) 	 	 	1	 	 	 	4	 	 	 	1	 	 	 	(1	) 	 	 	—  		 	 	1	 	 	 	—  		
Foreign currency transaction (gain) loss	 	 	298	 	 	 	(1,633	) 	 	 	(86	) 	 	 	(1,067	) 	 	 	4,759	 	 	 	3,671	 	 	 	(1,758	) 	 	 	4,261	 	 	 	(1,556	) 	
Remove NGL Energy equity (earnings) losses including gain on issuance of common units	 	 	403	 	 	 	(33,996	) 	 	 	(31,363	) 	 	 	(11,416	) 	 	 	(2,147	) 	 	 	(2,153	) 	 	 	(4	) 	 	 	(2,147	) 	 	 	(4	) 	
(Gain) loss on sale or impairment of equity method investment	 	 	—  	 	 	 	—  	 	 	 	(34,211	) 	 	 	(14,517	) 	 	 	30,644	 	 	 	30,644	 	 	 	—  	 	 	 	30,644	 	 	 	—  	 	
NGL cash distribution	 	 	—  	 	 	 	18,321	 	 	 	23,404	 	 	 	19,074	 	 	 	4,873	 	 	 	4,873	 	 	 	—  	 	 	 	4,873	 	 	 	—  	 	
M&A transaction related costs	 	 	9,218	 	 	 	3,600	 	 	 	—  	 	 	 	10,000	 	 	 	3,269	 	 	 	3,269	 	 	 	20,339	 	 	 	3,269	 	 	 	—  	 	
Pension plan curtailment gain	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(3,097	) 	 	 	—  	 	 	 	(3,097	) 	
Inventory valuation adjustments including equity method investees	 	 	—  	 	 	 	—  	 	 	 	7,781	 	 	 	3,187	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Employee severance and relocation expense	 	 	354	 	 	 	38	 	 	 	220	 	 	 	90	 	 	 	2,128	 	 	 	1,629	 	 	 	974	 	 	 	2,128	 	 	 	974	 	
Unrealized (gain) loss on derivatives	 	 	1,196	 	 	 	(974	) 	 	 	(1,734	) 	 	 	2,014	 	 	 	989	 	 	 	6,096	 	 	 	932	 	 	 	989	 	 	 	932	 	
Change in fair value of warrants	 	 	21,310	 	 	 	46,434	 	 	 	13,423	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Depreciation and amortization included within equity in earnings of equity method investees	 	 	10,181	 	 	 	9,520	 	 	 	18,992	 	 	 	25,307	 	 	 	26,031	 	 	 	20,960	 	 	 	20,083	 	 	 	26,031	 	 	 	20,083	 	
Bankruptcy related expenses	 	 	—  	 	 	 	567	 	 	 	1,310	 	 	 	224	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Defense costs related to an unsolicited
take over proposal	 	 	5,899	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Charitable contributions	 	 	—  	 	 	 	—  	 	 	 	3,379	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Legal settlement expense	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	3,394	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Recovery of receivables written off at emergence	 	 	(858	) 	 	 	—  	 	 	 	(664	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
Non-cash equity compensation	 	 	6,503	 	 	 	7,330	 	 	 	8,386	 	 	 	10,617	 	 	 	10,216	 	 	 	7,046	 	 	 	8,517	 	 	 	9,762	 	 	 	8,242	 	
Loss on early extinguishment of debt	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	19,930	 	 	 	—  	 	 	 	19,930	 	
Amortization of contract liability	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(2,505	) 	 	 	(257	)	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	134,965	 	 	$	189,018		 	$	287,441	 	 	$	305,282	 	 	$	282,795	 	 	$	216,585	 	 	$	216,810	 	 	$	382,449	 	 	$	271,071	 	

 
14

Table of Contents

 	 	Historical	 	 	Pro Forma	 	
 	 	Year Ended December 31,	 	 	Nine Months Ended
September 30,	 	 	Year Ended
Dec. 31,
2016	 	 	Nine Months
Ended
Sept. 30,
2017	 	
 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2016	 	 	2017	 	 			 			
 	 	 	 	 	 	 	 	(Unaudited; in thousands)	 	
Add	 				 				 				 				 				 				 				 				 				
Adjustments to include HFOTCO pre-acquisition on a distributable cash basis	 				 				 				 				 				 				 				 	 	(43,087	) 	 	 	(22,936	) 	
Other unrestricted subsidiaries Adjusted EBITDA	 				 				 				 				 				 				 				 	 	(10,779	) 	 	 	(36,572	) 	
Ad valorem taxes and other Covenant EBITDA adjustments	 				 				 				 				 				 				 				 	 	11,498	 	 	 	24,655	 	
Restricted subsidiaries material projects(1)	 				 				 				 				 				 				 				 	 	36,322	 	 	 	48,631	 	
	 				 				 				 				 				 				 				 	 	 	 	 	 	 	 	
Covenant EBITDA	 				 				 				 				 				 				 				 	$	376,403	 	 	$	284,849	 	

(1)	Adjustments for restricted subsidiaries material projects represent a percentage of the first year EBITDA contribution of the Maurepas Pipeline, which was completed in July 2017, and the Wapiti Sour Gas Plant, which is currently under construction, based on the projects’ estimated percentage of completion as of the reporting date.	

 
15

Table of Contents
 RISK FACTORS
You should carefully consider the information included or incorporated by reference in this prospectus, including the matters addressed under “Cautionary Note Regarding Forward-Looking Statements” and the risks described below. In addition, you should read the risk factors and cautionary statements which are incorporated by reference in this prospectus, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and, to the extent applicable, in any subsequently filed reports.
We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which could materially and adversely affect our business, financial condition, cash flows and results of operations, are not the only risks we face. We may experience additional risks and uncertainties not currently known to us; or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows and results of operations.
Risks Related to Our Indebtedness and the Notes
If you do not properly tender your Old Notes, you will continue to hold unregistered Old Notes and your ability to transfer Old Notes will remain restricted and may be adversely affected.
We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes and you should carefully follow the instructions on how to tender your Old Notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of Old Notes.
If you do not exchange your Old Notes for New Notes under the exchange offer, your Old Notes will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the Old Notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register Old Notes under the Securities Act unless our registration rights agreement with the initial purchasers of the Old Notes requires us to do so. Further, if you continue to hold any Old Notes after the exchange offer is consummated, you may have trouble selling them because there will be fewer of the Old Notes outstanding.
Our indebtedness could limit our flexibility, adversely affect our financial health and prevent us from making payments on the Notes.
As of September 30, 2017, we had $3,015.0 million of indebtedness outstanding, net of premiums, discounts and other deferred financing costs (which includes the Old Notes, $400 million outstanding under our 5.625% senior notes due 2022 (the “2022 Notes”), $350 million outstanding under our 5.625% senior notes due 2023 (the “2023 Notes”), $300 million outstanding under the 2026 Notes, $332 million outstanding under our amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent and collateral agent, the various arrangers, bookrunners and agents party thereto, certain of our subsidiaries and the lenders party thereto (as amended, the “SemGroup Credit Agreement”), $225 million outstanding of limited obligation revenue bonds due November 1, 2050 (the “HFOTCO IKE Bonds”), $558.5 million outstanding under the credit agreement, which was amended in connection with the closing of the HFOTCO Acquisition, among BGCT, as the parent, HFOTCO, as the borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, Bank of America, N.A., as collateral agent, and the lenders party thereto (as amended, the “HFOTCO Credit Agreement”), and $600 million due as the Second Payment for the HFOTCO Acquisition), and the right to borrow up to an additional $682.4 million under our credit facilities (which includes $628.6 million (net of $39.4 million of outstanding letters of credit), $3.8 million and $50.0 million of availability under the SemGroup Credit Agreement, the SemMexico credit facility and the HFOTCO Credit Agreement, respectively). The HFOTCO
 
16

Table of Contents
Entities and their subsidiaries have various obligations as to the HFOTCO Credit Agreement, the HFOTCO IKE Bonds and the Second Payment and are not providing cross-guarantees for any of our other indebtedness. The HFOTCO Entities and their subsidiaries are unrestricted subsidiaries for all purposes under the Indenture. We also have a bilateral letter of credit facility that allows us to issue up to $100 million of secured bilateral letters of credit. As of September 30, 2017, we had $51.1 million of outstanding bilateral letters of credit and $48.9 million of additional capacity under this facility.
Our level of indebtedness could have important consequences to you. For example, it could:
 
 	•	 	make it difficult for us to satisfy our obligations with respect to the Notes;	
 
 	•	 	make us more vulnerable to general adverse economic and industry conditions;	
 
 	•	 	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for operations and other purposes;	
 
 	•	 	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and	
 
 	•	 	place us at a competitive disadvantage compared to competitors that may have proportionately less indebtedness.	
In addition, our ability to make scheduled payments or to refinance our obligations depends on our successful financial and operating performance. We cannot assure you that our operating performance will generate sufficient cash flow or that our capital resources will be sufficient for payment of our debt obligations in the future. Our financial and operating performance, cash flow, and capital resources depend on prevailing economic conditions and financial, business and other factors, many of which are beyond our control.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to sell material assets or operations, obtain additional capital or restructure our debt. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you as to the terms of any such transaction or how quickly any such transaction could be completed, if at all.
Despite our current leverage and the restrictions contained in our existing debt instruments, we may still be able to incur substantially more debt. This could further exacerbate the risks that we and our subsidiaries face.
Despite our current leverage and the restrictions contained in our existing debt instruments, including our credit facilities and the Indenture, we may be able to incur substantial additional indebtedness in the future. If new debt is added to our current debt levels, the related risks that we now face could increase. Our level of indebtedness could, for instance, prevent us from engaging in transactions that might otherwise be beneficial to us or from making desirable capital expenditures. This could put us at a competitive disadvantage relative to other less leveraged competitors that have more cash flow to devote to their operations. In addition, the incurrence of additional indebtedness could make it more difficult to satisfy our existing financial obligations, including those relating to the Notes.
The instruments governing our indebtedness contain various covenants limiting the conduct of our business.
The Indenture, the SemGroup Credit Agreement, the HFOTCO Credit Agreement, the indentures governing the 2022 Notes, the 2023 Notes, the 2026 Notes and the HFOTCO IKE Bonds, the Continuing Covenant Agreement dated as of August 19, 2014, among BGCT, as the parent, HFOTCO, as obligor, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto, which was amended in
 
17

Table of Contents
connection with the closing of the HFOTCO Acquisition (as amended, the “Continuing Covenant Agreement”), and the instruments governing our other indebtedness contain, various restrictive covenants that limit the conduct of our business. The SemGroup Credit Agreement, the HFOTCO Credit Agreement and the Continuing Covenant Agreement also require us to maintain certain financial ratios. These covenants and restrictions limit our ability to respond to changing business and economic conditions and may prevent us from engaging in transactions that might otherwise be considered beneficial to us. In particular, these agreements place certain limits on our ability to, among other things:
 
 	•	 	incur additional indebtedness;	
 
 	•	 	incur liens;	
 
 	•	 	enter into sale and lease back transactions;	
 
 	•	 	make investments;	
 
 	•	 	pay dividends or distributions;	
 
 	•	 	make certain restricted payments;	
 
 	•	 	consummate certain asset sales;	
 
 	•	 	enter into certain transactions with affiliates; and	
 
 	•	 	merge, consolidate and/or sell or dispose of all, or substantially all, of our assets.	
You should read the discussion under the heading “Description of the Notes—Certain Covenants” for further information about the covenants under the Indenture.
If we fail to comply with the restrictions in the Indenture, the SemGroup Credit Agreement, the HFOTCO Credit Agreement, the indentures governing the 2022 Notes, the 2023 Notes, the 2026 Notes and the HFOTCO IKE Bonds, the Continuing Covenant Agreement and the instruments governing our other indebtedness or any other subsequent financing agreements, a default may allow the creditors, if the agreements so provide, to accelerate the related indebtedness as well as any other indebtedness to which a cross-acceleration or cross-default provision applies. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such debt. Even if new financing were available at that time, it may not be available on terms acceptable to us.
If we are unable to repay amounts outstanding under the SemGroup Credit Agreement, the HFOTCO Credit Agreement or the HFOTCO IKE Bonds when due, the lenders or trustee thereunder, as the case may be, could, subject to the terms of such credit agreements or bonds, seek to sell or otherwise transfer our assets granted to them as collateral to secure the indebtedness outstanding under such credit agreements or bonds. Substantially all of the assets of SemGroup Corporation and the subsidiary guarantors have been pledged as collateral to secure the SemGroup Credit Agreement. Substantially all of the assets of HFOTCO have been pledged as collateral to secure the HFOTCO Credit Agreement and the HFOTCO IKE Bonds. In addition, the lenders under the SemGroup Credit Agreement and the HFOTCO Credit Agreement could choose to terminate any commitment to supply us with further funds.
Our failure to make the Second Payment or comply with the terms of the Guarantee, Pledge, and Security Agreement with the Sellers (the “HFOTCO Pledge Agreement”) could have material adverse consequences to us. In addition, the terms of the HFOTCO Pledge Agreement limit the conduct of HFOTCO business.
The total purchase consideration to acquire HFOTCO consists of two payments. On July 17, 2017, upon the closing of the HFOTCO Acquisition, we made the First Payment to the Sellers. The Second Payment requires us to pay the Sellers $600 million in cash if paid on December 31, 2018. If paid prior to December 31, 2018, the amount payable will be discounted by 5% per annum. If not paid by December 31, 2018, the amount payable
 
18

Table of Contents
increases to $680 million and is due by December 31, 2019 or earlier if requested by the Sellers. The Second Payment is secured by the HFOTCO Pledge Agreement pursuant to which the HFOTCO Entities guaranteed the obligation to pay the Second Payment and the Second Payment is secured by a pledge of the equity interests of Buffalo Parent and the Buyers.
The HFOTCO Pledge Agreement contains certain customary affirmative and negative covenants, which, among other things and subject to the exceptions and materiality qualifiers set forth therein, generally (i) require the HFOTCO Entities to maintain their existence, provide or make available to Sellers certain financial and other information regarding the HFOTCO Entities and their subsidiaries, and operate in compliance with applicable legal requirements and permits, and (ii) restrict the ability of the HFOTCO Entities to incur liens on any of their respective assets other than permitted liens, make certain restricted payments, sell any assets, form new subsidiaries, liquidate, wind-up or dissolve, merge or sell all or substantially all of their respective assets, establish trade names, make certain investments, engage in certain transactions with affiliates and amend or waive rights under the organizational documents or the HFOTCO Credit Agreement, in each case until such time as the Second Payment is paid in full. The HFOTCO Pledge Agreement contains customary events of default, including certain representations and warranties set forth in such agreement or related to the enforceability of the obligation to pay the Second Payment being proved to be false, the failure of the Buyers to pay the Second Payment when due, the breach of specified covenants (in some cases, following a specified cure period), an event of default under the HFOTCO Credit Agreement or debt agreements other than certain events of default waived by the applicable lenders party thereto, the initiation of involuntary or voluntary bankruptcy proceedings by or against us or certain of our subsidiaries, the failure to discharge certain judgments within 60 days after entry thereof, and a change of control (as defined in the HFOTCO Pledge Agreement). Upon the occurrence of an event of default, the Sellers have the right to, among other things, force the sale of the pledged equity interests in the Buyers and Buffalo Parent to satisfy the Second Payment.
The Notes are unsecured.
The Notes are not secured by any of our or our subsidiaries’ assets. The Indenture permits us and our subsidiaries to incur secured debt. As a result, the Notes and the guarantees thereof are effectively subordinated to all of our and the guarantors’ secured obligations to the extent of the value of the assets securing such obligations. As of September 30, 2017, we had no secured debt outstanding other than the $332 million, the $558.5 million and the $225 million outstanding under the SemGroup Credit Agreement, the HFOTCO Credit Agreement and the HFOTCO IKE Bonds, respectively, and we had $628.6 million and $50.0 million of availability under the secured revolving credit facilities under the SemGroup Credit Agreement and the HFOTCO Credit Agreement, respectively. If we or the subsidiary guarantors were to become insolvent or otherwise fail to make payment on the Notes or the guarantees, holders of any of our and the subsidiary guarantors’ secured obligations would be paid first and would receive payments from the assets securing such obligations before the holders of the Notes would receive any payments. Holders of Notes may therefore not be fully repaid if we or the subsidiary guarantors become insolvent or otherwise fail to make payment on the Notes.
Many of our subsidiaries are not guarantors, and therefore the Notes are structurally subordinated in right of payment to the indebtedness and other liabilities of our existing and future subsidiaries that do not guarantee the Notes. Your right to receive payments on the Notes could be adversely affected if any of these non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.
The Notes are not guaranteed by any of our unrestricted subsidiaries, including our foreign subsidiaries and the HFOTCO Entities and their subsidiaries. On a pro forma basis after giving effect to the HFOTCO Acquisition and the SemMexico Disposition, our subsidiaries that do not guarantee the Notes accounted for approximately 19.7% of our total revenue for the nine months ended September 30, 2017. In addition, as of September 30, 2017, our non-guarantor subsidiaries comprised approximately 59.5% of our total assets and approximately 42.2% of our total liabilities. Accordingly, claims of holders of the Notes are structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor
 
19

Table of Contents
subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the Notes.
The HFOTCO Entities and each of their subsidiaries do not provide any credit support for the Notes and are unrestricted subsidiaries. Additionally, the distribution of cash flows generated by the HFOTCO Entities and their subsidiaries to us is restricted by existing indebtedness of the HFOTCO Entities.
The HFOTCO Entities and each of their subsidiaries do not provide any credit support for the Notes or any other of our indebtedness other than obligations they may have with respect to the HFOTCO Credit Agreement, the HFOTCO IKE Bonds and the Second Payment and will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan, direct payment or other payment. The Notes are therefore structurally subordinated to all liabilities of the HFOTCO Entities and their subsidiaries, and claims of holders of the Notes are structurally subordinated to the claims of creditors of the HFOTCO Entities and their subsidiaries, including trade creditors. All such obligations would have to be satisfied before any of the assets of the HFOTCO Entities or any of their subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of the Notes.
Subject to the terms of the Indenture, we are permitted to create unrestricted subsidiaries, which will not be subject to any of the covenants in the Indenture. Any such subsidiaries will be able to engage in many of the activities that we and our restricted subsidiaries are prohibited or limited from doing under the terms of the Indenture, such as selling, conveying or distributing assets, incurring additional debt, pledging assets, guaranteeing debt, paying dividends, making investments and entering into mergers or other business combinations, subject to certain restrictive covenants in their existing credit facilities and financing documents, as applicable. Unrestricted subsidiaries may also enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the Notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the Notes. In addition, the terms of certain of the existing HFOTCO indebtedness, contain covenants that restrict its ability to pay dividends and make other distributions to SemGroup. As a result, cash flows generated by the HFOTCO Entities and their subsidiaries will be limited as necessary to satisfy these covenants and therefore may not be available to make principal or interest payments on the Notes.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under the SemGroup Credit Agreement, the HFOTCO Credit Agreement and the HFOTCO IKE Bonds bear interest at variable rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our cash available for servicing our indebtedness would decrease. As of September 30, 2017, a 1.0% increase in interest rates on the debt outstanding under the SemGroup Credit Agreement, the HFOTCO Credit Agreement and the HFOTCO IKE Bonds would have cost us approximately $0.8 million, $1.4 million and $0.6 million in additional annual interest expense, respectively.
Any failure to meet our debt obligations could harm our business, financial condition and results of operations.
If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek additional equity or debt capital or restructure our debt. In the event that we are unable to make the Second Payment, the Sellers have a right to the property of the HFOTCO Entities to satisfy the Second Payment and costs for any related sale or liquidation. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a downgrade of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms to us, if at all. Our cash flow and capital resources may be insufficient for payment of interest on and principal of our debt in the future, including
 
20

Table of Contents
payments on the Notes, and any such alternative measures may be unsuccessful or may not permit us to meet scheduled debt service obligations, which could cause us to default on our obligations and impair our liquidity.
We may be unable to purchase your Notes upon a change of control triggering event.
Upon the occurrence of a change of control triggering event, as defined in the Indenture, we will be required to offer to purchase your Notes. We may not have sufficient financial resources to purchase all of the Notes that holders tender to us pursuant to a change of control triggering event offer, or might be prohibited from doing so under the SemGroup Credit Agreement or our other indebtedness. The occurrence of a change of control triggering event could also constitute an event of default under the SemGroup Credit Agreement or our other indebtedness. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control Triggering Event.”
Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred following a sale of “substantially all” of our assets.
The definition of “change of control” in the Indenture includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its subsidiaries taken as a whole to another person or group may be uncertain.
Because substantially all of our operations are conducted through our subsidiaries, our ability to service our debt is largely dependent on our receipt of distributions or other payments from our subsidiaries.
Substantially all of our operations are conducted through our subsidiaries. As a result, our ability to make interest and principal payments on the Notes is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Unless they are guarantors, our subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose. Payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings and other business considerations and may be subject to statutory or contractual restrictions. Distributions to us from the HFOTCO Entities are limited under the HFOTCO Credit Agreement and the Continuing Covenant Agreement, and, in accordance with the Pledge Agreement, such limitations may not be modified until the Second Payment is paid in full. In addition, there may be significant tax and other legal restrictions on the ability of our non-U.S. subsidiaries to remit money to us.
Federal and state statutes allow courts, under specific circumstances, to void the Notes or the guarantees and require noteholders to return payments received from us or the subsidiary guarantors.
Creditors of any business are protected by fraudulent conveyance or fraudulent transfer laws that differ among various jurisdictions and these laws may apply to the issuance of the Notes or the guarantees by the subsidiary guarantors. The Notes or the guarantees may be voided by a court, or subordinated to the claims of other creditors, if, among other things:
 
 	•	 	the indebtedness evidenced by the Notes or the guarantees was incurred by us or a subsidiary guarantor with actual intent to hinder, delay or defraud any present or future creditor of ours or such subsidiary guarantor; or	
 
 	•	 	we or the subsidiary guarantors did not receive fair consideration or reasonably equivalent value for issuing the Notes or the guarantees and we or the applicable subsidiary guarantors:	
 
 	(1)	were insolvent or were rendered insolvent by reason of issuing the Notes or the applicable guarantee,	
 
21

Table of Contents

 	(2)	were engaged or about to engage in a business or transaction for which the remaining assets of ours or the applicable subsidiary guarantor constituted unreasonably small capital, or	
 
 	(3)	intended to incur, or believed that we or they would incur, indebtedness beyond our or their ability to pay as they matured.	
In addition, any payment by us or such subsidiary guarantor under the Notes or any guarantee could be voided and required to be returned to us or such subsidiary guarantor or to a fund for the benefit of the creditors of ours or such subsidiary guarantor.
The measures of insolvency for purposes of these fraudulent transfer or fraudulent conveyance laws will vary depending on the law applied in any proceeding to determine whether a fraudulent transfer or fraudulent conveyance has occurred, such that we cannot be certain as to: the standards a court would use to determine whether or not we or any subsidiary guarantors were solvent at the relevant time, or, regardless of the standard that a court uses, that it would not determine that we or any subsidiary guarantor was indeed insolvent on that date; that any payments to the holders of the Notes (including under any guarantees) did not constitute preferences, fraudulent transfers or fraudulent conveyances on other grounds; or that the issuance of the Notes and any guarantees would not be avoided or subordinated to our or any subsidiary guarantor’s other debt. Generally, however, we or a subsidiary guarantor would be considered insolvent if:
 
 	•	 	the sum of our or such subsidiary guarantor’s debts, including contingent liabilities, were greater than the fair value of all of our or such subsidiary guarantor’s assets;	
 
 	•	 	the present fair saleable value of our or such subsidiary guarantor’s assets were less than the amount that would be required to pay our or such subsidiary guarantor’s probable liability on existing debts, including contingent liabilities, as they become absolute and mature; or	
 
 	•	 	we or any subsidiary guarantor could not pay debts as they become due.	
As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. Based on financial and other information, we believe that the Notes and the guarantees will be incurred for proper purposes and in good faith and that we and each subsidiary guarantor are solvent and will continue to be solvent after this offering is completed, will have sufficient capital for carrying on its business after this offering is completed and will be able to pay our or its indebtedness as it matures. We cannot assure you, however, that a court reviewing these matters would agree with us. A legal challenge to the Notes or a guarantee on fraudulent conveyance or fraudulent transfer grounds may focus on the benefits, if any, realized by us or the subsidiary guarantors as a result of the issuance of the guarantees. Specifically, a court would likely find that we or any subsidiary guarantor did not receive reasonably equivalent value or fair consideration for the Notes or any such guarantee if we or such subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the Notes or the applicable guarantee. Thus, if any such guarantees were legally challenged, it could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the applicable subsidiary guarantor were incurred for less than reasonably equivalent value or fair consideration. Therefore, a court could void the obligations under the guarantees, subordinate them to the applicable subsidiary guarantor’s other debt, or take other action detrimental to the holders of the Notes.
Additionally, under federal bankruptcy or applicable state insolvency law, if bankruptcy or insolvency proceedings were initiated by or against us or any subsidiary guarantor within 90 days (or one year before commencement of a bankruptcy proceeding if the creditor that benefited from the payment is an “insider” under the United States Bankruptcy Code) after any payment by us or a subsidiary guarantor with respect to the Notes or any guarantee, all or a portion of such payment could be avoided as a preferential transfer, and the recipient of such payment could be required to return it.
 
22

Table of Contents
Finally, as a court of equity, the bankruptcy court may otherwise subordinate the claims in respect of the Notes or any guarantees to other claims against us or any subsidiary guarantors under the principle of equitable subordination, if the court determines that: (i) the holder of the Notes engaged in some type of inequitable conduct; (ii) such inequitable conduct resulted in injury to our or such subsidiary guarantor’s other creditors or conferred an unfair advantage upon the holder of the Notes; and (iii) equitable subordination is not inconsistent with the provisions of the United States Bankruptcy Code.
The Indenture contains a provision intended to limit each subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. Such provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer or fraudulent conveyance law; a bankruptcy court decision in Florida (which was reinstated by the applicable federal circuit court of appeals on other grounds) questioned the validity of such customary saving clause in a guarantee.
Receipt of payment on the Notes, as well as the enforcement of remedies under the subsidiary guarantees, may be limited in bankruptcy or in equity.
An investment in the Notes, as in any type of security, involves insolvency and bankruptcy considerations that investors should carefully consider. If we or any of the subsidiary guarantors become a debtor subject to insolvency proceedings under the United States Bankruptcy Code or any other applicable bankruptcy or insolvency law, it is likely to result in delays in the payment of the Notes and in the exercise of enforcement remedies under the Notes or the subsidiary guarantees. Provisions under the United States Bankruptcy Code (or any other applicable bankruptcy or insolvency law) or general principles of equity that could result in the impairment of your rights include the automatic stay, avoidance of preferential or fraudulent transfers by a trustee or a debtor-in-possession, substantive consolidation, limitations of collectability of unmatured interest or attorneys’ fees and forced restructuring of the Notes. Accordingly, we cannot predict whether or when payments on the Notes could be made following the commencement of any bankruptcy proceeding, the length of any delay in making such payments, or what the ultimate recovery to the noteholders would be at the conclusion of such proceedings.
If a bankruptcy court substantively consolidated us and our subsidiaries, the assets of each entity would be subject to the claims of creditors of all entities. This would expose you not only to the usual impairments arising from bankruptcy, but also to potential dilution of the amount ultimately recoverable because of the larger creditor base. Furthermore, a forced restructuring of the Notes could occur through the “cram-down” provision of the United States Bankruptcy Code. Under this provision, the Notes could be restructured over your objections as to their general terms, including interest rate and maturity.
Your ability to transfer the Notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market for the Notes will develop or persist.
The Old Notes have not been registered under the Securities Act, and may not be resold by holders thereof unless the Old Notes are subsequently registered or an exemption from the registration requirements of the Securities Act is available. However, we cannot assure you that, even following registration or exchange of the Old Notes for New Notes, that an active trading market for the Old Notes or the New Notes will exist (or persist, if developed), and we will have no obligation to create such a market. At the time of the private placement of the Old Notes, the initial purchasers advised us that they intended to make a market in the Old Notes and, if issued, the New Notes. The initial purchasers are not obligated, however, to make a market in the Old Notes or the New Notes and any market making may be discontinued at any time at their sole discretion. No assurance can be given as to the liquidity of or trading market for the Old Notes or the New Notes.
The liquidity of any trading market for the Notes and the market price quoted for the Notes will depend on many factors, including among other things:
 
 	•	 	changes in the overall market for non-investment grade securities;	
 
23

Table of Contents

 	•	 	changes in our financial performance or prospects;	
 
 	•	 	the prospects for companies in our industry generally;	
 
 	•	 	the number of holders of the Notes;	
 
 	•	 	the interest of securities dealers in making a market for the Notes; and	
 
 	•	 	prevailing interest rates.	
In addition, the market for non-investment grade indebtedness has been historically subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The market for the Notes, if any, may be subject to similar disruptions. Any such disruption could adversely affect the value of your Notes.
A ratings agency downgrade could lead to increased borrowing costs and credit stress.
If one or more rating agencies that rate the Notes either assigns the Notes a rating lower than the rating expected by investors, or reduces its rating in the future, the market price of the Notes, if any, would be adversely affected. In addition, if any of our other outstanding debt that is rated is downgraded, raising capital will become more difficult for us, borrowing costs under the SemGroup Credit Agreement, the HFOTCO Credit Agreement and other future borrowings may increase and the market price of the Notes, if any, may decrease.
Many of the covenants to be contained in the Indenture will terminate if the Notes are rated investment grade by either of Standard & Poor’s or Moody’s Investors Service, Inc. and no default has occurred and is continuing.
Many of the covenants contained in the Indenture will terminate if the Notes are rated investment grade by either Standard & Poor’s or Moody’s, provided that at such time no default has occurred and is continuing. The covenants restrict, among other things, our ability to pay distributions, incur debt and enter into certain other transactions. There can be no assurance that the Notes will ever be rated investment grade. However, termination of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants are in force, and the effects of any such transactions will be permitted to remain in place even if the Notes are subsequently downgraded below investment grade. See “Description of the Notes—Covenant Termination.”
Risks Related to Our Business
The Tax Cuts and Jobs Act could have material effects on the Company.
The Tax Cuts and Jobs Act of 2017 (“Tax Act”), which was signed into law on December 22, 2017, makes significant changes to the taxation of U.S. business entities. These changes include a permanent reduction to the federal corporate income tax rate and changes in the deductibility of interest on corporate debt obligations, among others. Although we are evaluating the Tax Act with our professional advisers, the impact of the Tax Act on our business is currently uncertain.
 
24

Table of Contents
 EXCHANGE OFFER
Purpose and Effect of the Exchange Offer
At the closing of the offering of the Old Notes, we and the guarantors of the Notes entered into a registration rights agreement with the initial purchasers of the Old Notes. In the registration rights agreement, we agreed, for the benefit of the holders of the Old Notes, at our cost, to do the following:
 
 	•	 	file an exchange offer registration statement with the SEC with respect to the exchange offer for the New Notes;	
 
 	•	 	use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act; and	
 
 	•	 	offer the New Notes in exchange for surrender of the Old Notes upon the SEC’s declaring the exchange offer registration statement effective.	
We agreed to complete the exchange offer not later than 60 days after such effective date, and we further agreed to keep the exchange offer open for a period of not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the Old Notes.
For each Old Note surrendered to us under the exchange offer, the holder of that Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. Interest payments on the Notes will be made semi-annually in cash in arrears on March 15 and September 15 of each year, commencing on September 15, 2017. Interest on each New Note will accrue (a) from the later of (i) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for such New Note or (ii) if the Old Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (b) if no interest has been paid on such Old Note, from March 15, 2017, the settlement date of the Old Notes.
Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that, subject to the exceptions discussed below, the New Notes issued in exchange for Old Notes may be offered for resale, resold and otherwise transferred by any New Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
 
 	•	 	the holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;	
 
 	•	 	the New Notes are acquired in the ordinary course of the holder’s business; and	
 
 	•	 	the holder does not intend to participate in the distribution of the New Notes.	
Holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of New Notes acquired in the exchange offer. As a result, the registration rights agreement contemplates that the prospectus for the exchange offer include certain information necessary to allow a broker-dealer who holds Old Notes that were acquired for its own account as a result of market-making activities or other ordinary course trading activities (other than Old Notes acquired directly from us or one of our affiliates) to exchange those Old Notes under the exchange offer and to satisfy the prospectus delivery requirements in connection with resales of New Notes received by that broker-dealer in the exchange offer. The inclusion of such information is needed because any broker-dealer who acquires Old Notes for its own account as a result of market-making activities or other trading activities is required to deliver a prospectus meeting the requirements of the Securities Act. This prospectus covers the offer and sale of the New Notes under the exchange offer and the resale of New Notes received in the exchange offer by any broker-dealer who held Old Notes acquired for its own account as a result of market-making activities or other trading activities other than Old Notes acquired directly from us or one of our affiliates.
 
25

Table of Contents
Any holder who (i) tenders in the exchange offer with the intention of participating in any manner in a distribution of the New Notes or (ii) is a broker-dealer that acquired its Old Notes directly from us and not as a result of market-making activities or other trading activities:
 
 	•	 	cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988); Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991); Shearman & Sterling, SEC No-Action Letter (July 2, 1993) or similar interpretive letters; and	
 
 	•	 	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.	
If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act.
Each holder of the Old Notes who desires to exchange Old Notes for the New Notes in the exchange offer will be required to make the representations described below under “—Procedures for Tendering—Your Representations to Us.” Holders that are broker-dealers must acknowledge that they acquired their Old Notes in market-making activities or other trading activities and must deliver a prospectus when they resell the New Notes they acquire in the exchange offer in order not to be deemed an underwriter.
We further agreed to file with the SEC a shelf registration statement to register for public resale of Old Notes and to use commercially reasonable efforts to keep effective such shelf registration statement until the earlier of (i) two years after the settlement date of the Old Notes or (ii) such time as all Old Notes covered by the shelf registration statement have been sold (such earlier time, the “Shelf Effectiveness Period”), if:
 
 	•	 	because of any change in law or in currently prevailing interpretations of the staff of the SEC, we are not permitted to effect an exchange offer;	
 
 	•	 	the exchange offer is not consummated within 365 days of the settlement date of the Old Notes;	
 
 	•	 	in certain circumstances, the initial purchasers of the Old Notes so request; or	
 
 	•	 	in the case of any holder that participates in the exchange offer, such holder does not receive New Notes that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act).	
The registration rights agreement provides that if:
 
 	(1)	on or prior to the 365th day after the settlement date of the Old Notes, (i) the exchange offer has not been consummated or (ii) a shelf registration statement covering resales of the Old Notes (if required by either of the first two bullet points in the immediately preceding paragraph) has not become effective;	
 
 	(2)	we are required to file a shelf registration statement covering resales of the Old Notes pursuant to the third bullet in the immediately preceding paragraph and such shelf registration statement is not declared effective by the later of (i) the 365th day after the settlement date of the Old Notes or (ii) 90 days after the obligation to file such shelf registration statement arose under the registration rights agreement; or	
 
 	(3)	any required shelf registration statement is filed and declared effective but shall thereafter cease to be effective or fail to be usable during the Shelf Effectiveness Period (subject to certain exceptions) (each such event referred to in clauses (1) through (3) above, a “Registration Default”);	
then the interest rate on the Old Notes will be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default, and will increase by 0.25% per annum at
 
26

Table of Contents
the end of each subsequent 90-day period, but in no event will the increase exceed 1.00% per annum. The additional interest shall accrue until the exchange offer is completed or the shelf registration statement is declared effective (or again becomes effective) under the Securities Act, as applicable. The amount of additional interest payable pursuant to the provisions described above will not increase more than once in any of the 90 day periods described above if more than one of the Registration Defaults have occurred and are continuing.
In the event that a shelf registration statement covering resales of the Old Notes is filed, we will provide to each holder whose Old Notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the Old Notes. A holder that sells Old Notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations). In addition, we may require each holder whose Old Notes are registered under such shelf registration statement to furnish us with such information regarding such holder and the proposed disposition by such holder of its Old Notes.
If we effect the registered exchange offer, we will be entitled to close the registered exchange offer after 20 business days (or longer if required by applicable law) following the date notice of the exchange offer is mailed to the holders of the Old Notes as long as we have accepted all Old Notes validly tendered in accordance with the terms of the exchange offer. Except in the limited circumstances set forth in the registration rights agreement, after consummation of the exchange offer, holders of Old Notes which are not prohibited from participating in the exchange offer will have no registration or exchange rights under the registration rights agreement. See “—Consequences of Failure to Exchange.”
This summary of the material provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, which is incorporated by reference into this prospectus.
Terms of the Exchange Offer
Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any Old Notes properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. We will issue New Notes in a principal amount equal to the principal amount of Old Notes surrendered in the exchange offer. Old Notes may be tendered only for New Notes and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The exchange offer is not conditioned on any minimum aggregate principal amount of Old Notes being tendered for exchange.
As of the date of this prospectus, $325 million in aggregate principal amount of the Old Notes is outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of Old Notes. There will be no fixed record date for determining registered holders of Old Notes entitled to participate in the exchange offer.
We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Old Notes that the holders do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These Old Notes will continue to be entitled to the rights and benefits such holders have under the Indenture.
 
27

Table of Contents
We will be deemed to have accepted for exchange properly tendered Old Notes when we have given oral (promptly followed in writing) or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.
If you tender Old Notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of Old Notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offer.
We will return any Old Notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2018, unless, in our sole discretion, we extend it.
Extensions, Delays in Acceptance, Termination or Amendment
We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may delay acceptance of any Old Notes by giving oral (promptly followed in writing) or written notice of an extension to the holders. During any extensions, all Old Notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.
In order to extend the exchange offer, we will notify the exchange agent orally (promptly followed in writing) or in writing of any extension. We will notify the registered holders of Old Notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.
If any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion:
 
 	•	 	to delay accepting for exchange any Old Notes,	
 
 	•	 	to extend the exchange offer, or	
 
 	•	 	to terminate the exchange offer,	
by giving oral (promptly followed in writing) or written notice of the delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.
Any delay in acceptance, extension, termination, or amendment will be followed promptly by oral (promptly followed in writing) or written notice thereof to the registered holders of Old Notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the Old Notes. Depending on the significance of the amendment and the manner of disclosure to the registered holders, we may extend the exchange offer. In the event of a material change in the exchange offer, including the waiver by us of a material condition, we will extend the exchange offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.
 
28

Table of Contents
Conditions to the Exchange Offer
We will not be required to accept for exchange, or exchange any New Notes for, any Old Notes if the exchange offer, or the making of any exchange by a holder of Old Notes, would violate applicable law or applicable interpretations of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting Old Notes for exchange in the event of a potential violation.
In addition, we will not be obligated to accept for exchange the Old Notes of any holder that has not made to us the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the New Notes under the Securities Act.
We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any Old Notes not previously accepted for exchange, on the occurrence of any of the conditions to the exchange offer specified above. We will give prompt oral (promptly followed in writing) or written notice of any extension, amendment, non-acceptance or termination to the holders of the Old Notes as promptly as practicable.
These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. These rights will be deemed ongoing rights that we may assert at any time or at various times.
In addition, we will not accept for exchange any Old Notes tendered, and will not issue New Notes in exchange for these Old Notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
Procedures for Tendering
In order to participate in the exchange offer, you must properly tender your Old Notes to the exchange agent as described below. It is your responsibility to properly tender your Old Notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.
If you have any questions or need help in exchanging your Old Notes, please call the exchange agent, whose address and phone number are set forth in “Prospectus Summary—The Exchange Offer—Exchange Agent.”
All of the Old Notes were issued in book-entry form, and all of the Old Notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the Old Notes may be tendered using the Automated Tender Offer Program (“ATOP”) instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their Old Notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will be deemed to state that DTC has received instructions from the participant to tender Old Notes and that the participant agrees to be bound by the terms of the letter of transmittal.
By using the ATOP procedures to exchange Old Notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.
There is no procedure for guaranteed late delivery of the Old Notes.
 
29

Table of Contents
Determinations Under the Exchange Offer
We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Old Notes, and withdrawal of tendered Old Notes. Our determination will be final and binding. We reserve the absolute right to reject any Old Notes not properly tendered or any Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular Old Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of Old Notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Old Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed made until the defects or irregularities have been cured or waived. Any Old Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date.
When We Will Issue New Notes
In all cases, we will issue New Notes for Old Notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:
 
 	•	 	a book-entry confirmation of the Old Notes into the exchange agent’s account at DTC; and	
 
 	•	 	a properly transmitted agent’s message.	
Return of Old Notes Not Accepted or Exchanged
If we do not accept any tendered Old Notes for exchange or if Old Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Old Notes will be returned without expense to their tendering holder. The non-exchanged Old Notes will be credited to an account maintained with DTC. These actions will occur promptly after the expiration or termination of the exchange offer.
Your Representations to Us
By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
 
 	•	 	any New Notes that you receive will be acquired in the ordinary course of your business;	
 
 	•	 	you are not engaging and do not intend to engage in the distribution of Old Notes or New Notes within the meaning of the Securities Act;	
 
 	•	 	you have no arrangement or understanding with any person to participate in the distribution of Old Notes or New Notes within the meaning of the Securities Act;	
 
 	•	 	you are not our “affiliate,” as defined in Rule 405 of the Securities Act; and	
 
 	•	 	if you are a broker-dealer, that you will receive New Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus (or to the extent permitted by law, make available a prospectus) in connection with any resale of the New Notes.	
Withdrawal of Tenders
Except as otherwise provided in this prospectus, you may withdraw your tender at any time before 5:00 p.m., New York City time, on the expiration date. For a withdrawal of a tender to be effective, a written or
 
30

Table of Contents
facsimile transmission notice of withdrawal, or a properly transmitted “request message” through ATOP, must be received by the Exchange Agent prior to the Expiration Date at its address set forth below under “Prospectus Summary—Exchange Offer—Exchange Agent.” Any such written or facsimile-transmitted notice must:
 
 	•	 	set forth the name of the tendering holder;	
 
 	•	 	the principal amount of Old Notes delivered for exchange; and	
 
 	•	 	a statement that such holder is withdrawing its election to have such Old Notes exchanged.	
We will determine all questions as to the validity, form, eligibility, and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any Old Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.
Any Old Notes that have been tendered for exchange but are not exchanged for any reason will be credited to an account maintained with DTC for the Old Notes. This crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn Old Notes by following the procedures described under “—Procedures for Tendering” above at any time before 5:00 p.m., New York City time, on the expiration date.
Fees and Expenses
We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by fax, telephone, electronic mail or in person by our officers and regular employees and those of our affiliates.
We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.
We will pay the cash expenses to be incurred in connection with the exchange offer. They include, without limitation:
 
 	•	 	all SEC and stock exchange registration and filing fees;	
 
 	•	 	all fees and expenses of compliance with state “blue sky” or securities laws;	
 
 	•	 	word processing, printing and distribution expenses; and	
 
 	•	 	our legal fees and accounting fees.	
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the exchange of Old Notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of Old Notes under the exchange offer.
Consequences of Failure to Exchange
If you do not exchange your Old Notes for New Notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the Old Notes. In general, you may not offer or sell the Old Notes unless the offer or sale is either registered under the Securities Act or exempt from the registration under the Securities Act and applicable state securities laws. Except in the limited circumstances required by the registration rights agreement, we do not intend to register resales of the Old Notes under the Securities Act.
 
31

Table of Contents
In addition, after the consummation of the exchange offer, it is anticipated that the outstanding principal amount of the Old Notes available for trading will be significantly reduced. The reduced float may adversely affect the liquidity and market price of the Old Notes. A smaller outstanding principal amount of Old Notes available for trading may also make the price of the Old Notes more volatile.
Accounting Treatment
We will record the New Notes in our accounting records at the same carrying value as the Old Notes. This carrying value is the aggregate principal amount of the Old Notes less any bond discount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.
Other
Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.
We may in the future seek to acquire untendered Old Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Old Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered Old Notes.
 
32

Table of Contents
 RATIO OF EARNINGS TO FIXED CHARGES
The table below shows our ratio of earnings to fixed charges for the periods indicated. For purposes of this computation, “earnings” include pre-tax income from continuing operations before adjustment for non-controlling interests in consolidated subsidiaries or income or loss from equity investees (including gain on issuance of common units by equity method investee), fixed charges, amortization of capitalized interest, distributed income of equity investees and our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges, less interest capitalized, preference security dividend requirements of consolidated subsidiaries and the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” include interest (whether expensed or capitalized), amortized premiums, discounts and capitalized expenses related to indebtedness, an estimate of the interest within rental expense and preference security dividend requirements of consolidated subsidiaries. No shares of preferred stock were outstanding during the periods indicated.

 	  	Year Ended
December 31,
2012	 	  	Year Ended
December 31,
2013	 	  	Year Ended
December 31,
2014	 	  	Year Ended
December 31,
2015	 	  	Year Ended
December 31,
2016	 	  	Nine Months
Ended
September 30,
2017	 	
Ratio of Earnings to Fixed Charges(1)	  	 	4.6x	 	  	 	2.5x	 	  	 	2.9x	 	  	 	2.4x	 	  	 	1.5x	 	  	 	—  	 	

 	(1)	Earnings for the nine months ended September 30, 2017, were insufficient to cover fixed charges by $47.4 million.	
 
33

Table of Contents
 USE OF PROCEEDS
The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the New Notes in the exchange offer. In consideration for issuing the New Notes as contemplated by this prospectus, we will receive Old Notes in a like principal amount. The form and terms of the New Notes are identical in all respects to the form and terms of the Old Notes, except that the New Notes will be registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest. Old Notes surrendered in exchange for the New Notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the New Notes will not result in any change in outstanding indebtedness.
 
34

Table of Contents
 DESCRIPTION OF THE NOTES
General
We issued the Old Notes and will issue the New Notes under the Indenture. The terms of the New Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
If the exchange offer contemplated by this prospectus is consummated, holders of Old Notes who do not exchange those Old Notes for New Notes in the exchange offer will vote together with holders of New Notes for all relevant purposes under the Indenture. In that regard, the Indenture requires that certain actions by the holders thereunder must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of the outstanding securities issued under the Indenture. In determining whether holders of the requisite percentage in principal amount have given any notice, consent or waiver or taken any other action permitted under the Indenture, any Old Notes that remain outstanding after the exchange offer will be aggregated with the New Notes, and the holders of such Old Notes and the New Notes will vote together as a single class for all such purposes. Accordingly, all references herein to specified percentages in aggregate principal amount of the Notes outstanding shall be deemed to mean, at any time after the exchange offer is consummated, such percentages in aggregate principal amount of the Old Notes and the New Notes then outstanding.
The issuance of New Notes in this offering will be limited to $325,000,000 in aggregate principal amount. The Company may issue additional Notes under the Indenture from time to time after this offering (the “Additional Notes”), subject to the covenant described below under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Any Additional Notes will be part of the same series as the New Notes that we are currently offering and will vote on all matters with the holders of the Notes. Unless the context requires otherwise, references to “Notes” include the Old Notes, the New Notes and any Additional Notes that are actually issued.
You can find the definitions of certain capitalized terms used in this description under the subheading “Certain Definitions.” In this description, the “Company,” “we” and “our” refer only to SemGroup Corporation and not any of its Subsidiaries.
The following description is only a summary of the material provisions of the Notes and the Indenture. This summary is not a complete description of all the provisions of the Notes and is subject to, and is qualified in its entirety by reference to, the Notes and the Indenture. For more information, we refer you to the Notes and the Indenture, all of which you may request copies of at our address set forth under the heading “Where You Can Find More Information; Incorporation by Reference.”
Brief Description of the Notes
The Notes
 
 	•	 	are unsecured senior obligations of the Company;	
 
 	•	 	rank pari passu in right of payment with all existing and future Senior Indebtedness of the Company, including Indebtedness under the Senior Credit Facility and the Company’s existing senior notes;	
 
 	•	 	are effectively subordinated to all Secured Indebtedness of the Company to the extent of the value of the collateral securing such Indebtedness, including Indebtedness under the Senior Credit Facility;	
 
 	•	 	are structurally subordinated to all existing and future claims of creditors (including trade creditors) and holders of Preferred Stock of Subsidiaries of the Company that do not guarantee the Notes, including our Unrestricted Subsidiaries;	
 
35

Table of Contents

 	•	 	rank senior in right of payment to any future Subordinated Indebtedness of the Company; and	
 
 	•	 	are guaranteed on a senior unsecured basis by the Subsidiary Guarantors, including any of our subsidiaries that guarantee the Senior Credit Facility.	
Principal, Maturity and Interest
Interest on the Notes accrues at the rate of 6.375% per annum and will be payable in cash semi-annually in arrears on each March 15 and September 15, commencing September 15, 2017. The Company will make each interest payment to the Holders of record of the Notes on the immediately preceding March 1 and September 1. Interest on the New Notes will accrue (a) from the later of (i) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for such New Note or (ii) if the Old Note is surrendered for exchange on a date in a period that includes the record date for an interest payment to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (b) if no interest has been paid on such Old Note, from the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes will mature on March 15, 2025. The Notes will be issued in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. If an interest payment date or the maturity date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day and no interest shall accrue for the intervening period.
Subsidiary Guarantees
Each Subsidiary Guarantor, as a primary obligor and not merely as a surety, jointly and severally, irrevocably and unconditionally guarantees the Company’s obligations under the Indenture and the Notes on a senior unsecured basis. All of the Restricted Subsidiaries that are guarantors under the Senior Credit Facility on the Issue Date initially guaranteed the Notes. Each Subsidiary Guarantee of the Notes is a general unsecured obligation of the applicable Subsidiary Guarantor, ranks pari passu in right of payment with all existing and future Senior Indebtedness of such Subsidiary Guarantor, including such Subsidiary Guarantor’s guarantee of the Senior Credit Facility and the guarantee of the Company’s existing senior notes, is effectively subordinated to all Secured Indebtedness of such Subsidiary Guarantor, including such Subsidiary Guarantor’s guarantee of the Senior Credit Facility, to the extent of the value of the collateral securing such Indebtedness, and ranks senior in right of payment to any future Subordinated Indebtedness of such Subsidiary Guarantor. The Subsidiary Guarantee of such Subsidiary Guarantor is structurally subordinated to all existing and future claims of creditors (including trade creditors) and holders of Preferred Stock of Subsidiaries of such Subsidiary Guarantor that do not guarantee the Notes, including any Unrestricted Subsidiaries.
As of the date of this prospectus, all of our Subsidiaries other than SemMexico Materials HC S. de R.L. de C.V., White Cliffs Pipeline, L.L.C., Maurepas Holdings, LLC, Beachhead Holdings, LLC and their Subsidiaries are Restricted Subsidiaries. Under the circumstances described below under “Certain Covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary,” however, we will be permitted to designate certain of our existing and future Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries are not subject to the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries do not guarantee the Notes. As of September 30, 2017, the Unrestricted Subsidiaries had consolidated total liabilities (excluding intercompany liabilities) of approximately $1,402.5 million, including trade payables, and consolidated total assets of approximately $2,569.4 million, which represents 47.9% of the consolidated total assets of the Company and its Subsidiaries. In addition, on a pro forma basis after giving effect to the HFOTCO Acquisition and the SemMexico Disposition, our Unrestricted Subsidiaries generated approximately 8.8% of our consolidated revenues for the nine months ended September 30, 2017.
We previously owned a 50.0% membership interest in Glass Mountain Pipeline, LLC that we accounted for as an unconsolidated subsidiary for financial accounting purposes. However, Glass Mountain Pipeline, LLC was not classified as a “Subsidiary” for purposes of the Indenture, and therefore was not subject to the restrictive
 
36

Table of Contents
covenants in the Indenture and did not guarantee the Notes. To the extent Glass Mountain Pipeline, LLC had become a Subsidiary under the Indenture, it would have become an Unrestricted Subsidiary. As of September 30, 2017, Glass Mountain Pipeline, LLC had total assets of $228.7 million and members’ equity of $221.0 million. On November 8, 2017, we entered into an agreement to sell our 50% interest in Glass Mountain Pipeline LLC and on December 22, 2017, we completed the sale. See “Prospectus Summary—Recent Developments—Sale of Interest in Glass Mountain Pipeline.”
Each Subsidiary Guarantee contains a provision intended to limit the Subsidiary Guarantor’s liability thereunder to the maximum amount that it could incur without causing the incurrence of obligations under its Subsidiary Guarantee to be a fraudulent transfer. This provision may not, however, be effective to protect a Subsidiary Guarantee from being voided under fraudulent transfer law or may reduce the Subsidiary Guarantor’s obligation to an amount that effectively makes its Subsidiary Guarantee worthless. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—Federal and state statutes allow courts, under specific circumstances, to void the Notes or the guarantees and require noteholders to return payments received from us or the subsidiary guarantors.”
Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to (A) the Company or another Subsidiary Guarantor without limitation or (B) any other Persons upon the terms and conditions set forth in the Indenture. See “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets.”
The Subsidiary Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released and discharged upon:
(1) (a) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which such Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of such Subsidiary Guarantor (other than a sale, disposition or other transfer to a Restricted Subsidiary) if such sale, disposition or other transfer is made in compliance with the applicable provisions of the Indenture;
(b) the designation by the Company of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture described under “Certain Covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary;”
(c) the release or discharge of such Subsidiary Guarantor from its guarantee of Indebtedness under the Senior Credit Facility or the guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Notes, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Notes pursuant to the covenant described under “Certain Covenants—Future Subsidiary Guarantors” (treating any guarantees of such Subsidiary Guarantor that remain outstanding as incurred at least 30 days prior to such release or discharge); or
(d) the exercise by the Company of its legal defeasance option or its covenant defeasance option, as described under “Legal Defeasance and Covenant Defeasance” or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture; and
(2) in the case of clause (1)(a) above, the release or discharge of such Subsidiary Guarantor from its guarantee, if any, of and all pledges and security, if any, granted in connection with, the Senior Credit Facility and any other Indebtedness of the Company or any Restricted Subsidiary.
Ranking
Secured Indebtedness versus Notes
Payments of principal of, and premium, if any, and interest on, the Notes and the payment of any Subsidiary Guarantee rank pari passu in right of payment with all Senior Indebtedness of the Company or the relevant
 
37

Table of Contents
Subsidiary Guarantor, as the case may be, including the obligations of the Company and such Subsidiary Guarantor under the Senior Credit Facility. However, the Notes and Subsidiary Guarantees are effectively subordinated in right of payment to all of the existing and future Secured Indebtedness and other secured obligations of the Company or the relevant Subsidiary Guarantor, as the case may be, to the extent of the value of the assets securing such Indebtedness and other secured obligations. As of September 30, 2017:
(1) the Company’s Senior Indebtedness (excluding unused commitments, undrawn letters of credit and any secured Hedging Obligations) was approximately $1,707.0 million, of which $332 million, consisting of Indebtedness under the Senior Credit Facility, was Secured Indebtedness; and
(2) the Subsidiary Guarantors’ Senior Indebtedness (excluding unused commitments, undrawn letters of credit and any secured Hedging Obligations) was approximately $1,707.0 million in the aggregate, of which $332 million, consisting of their respective guarantees with respect to the Senior Credit Facility, was Secured Indebtedness.
In addition, the Company had approximately $628.6 million of unused commitments (excluding undrawn letters of credit of $39.4 million) under the Senior Credit Facility and approximately $51.1 million of secured Bilateral Letters of Credit, all of which would constitute Secured Indebtedness when drawn. Although the Indenture contains limitations on the amount of additional Senior Indebtedness that the Company and its Restricted Subsidiaries may incur and the amount of additional Secured Indebtedness the Company and the Subsidiary Guarantors may incur, under certain circumstances the amount of such Senior Indebtedness and Secured Indebtedness could be substantial. See “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.”
In addition, certain of our Hedging Obligations constitute Secured Indebtedness. To the extent prices of the relevant commodities increase, the amount of this Secured Indebtedness could increase significantly. We expect to incur additional secured Hedging Obligations as part of our ongoing commodity risk management activities.
Liabilities of Subsidiaries versus Notes
Substantially all of our operations are conducted through our Subsidiaries. Some of our Subsidiaries are not guaranteeing the Notes, and Subsidiary Guarantees may be released under certain circumstances, as described under “Subsidiary Guarantees.” In addition, our future Subsidiaries may not be required to guarantee the Notes, and our Unrestricted Subsidiaries are not required to guarantee the Notes. Claims of creditors of such non-guarantor Subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of holders of Preferred Stock of such non-guarantor Subsidiaries, generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of our creditors, including Holders. Accordingly, the Notes will be structurally subordinated to claims of creditors (including trade creditors) and holders of Preferred Stock, if any, of such non-guarantor Subsidiaries.
Although the Indenture limits the incurrence of Indebtedness and Preferred Stock by our Restricted Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Indebtedness or Preferred Stock under the Indenture, such as trade payables. See “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”
Although the Indenture imposes requirements upon certain sales, conveyances and other transfers of assets by the Company and the Restricted Subsidiaries, such requirements do not prohibit such sales, conveyances or transfers but generally only require that the Company or the Restricted Subsidiary receive fair market value for the asset, that a designated portion of the consideration is received in cash or, in certain cases, Cash Equivalents and that the Company or the Restricted Subsidiaries apply the net cash proceeds for specified purposes, including the retirement of certain Indebtedness or as an investment in additional assets. To the extent assets are transferred to Unrestricted Subsidiaries, including MLPs and GPs, those assets will no longer constitute assets of the
 
38

Table of Contents
Company or the Restricted Subsidiaries, and the EBITDA associated with these assets will not be EBITDA of the Company and the Restricted Subsidiaries.
Mandatory Redemption; Offer to Purchase; Open Market Purchases
The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Company may be required to offer to purchase Notes as described under “Repurchase at the Option of Holders.”
The Company may from time to time acquire Notes by means other than a redemption, whether by tender offer, in open market purchases, through negotiated transactions or otherwise, in accordance with applicable securities laws.
Optional Redemption
Except as described below, the Notes are not redeemable at the Company’s option prior to March 15, 2020. From and after March 15, 2020, the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each Holder’s registered address, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on March 15 of each of the years indicated below:

Year	  	Percentage	 	
2020	  	 	103.188	% 	
2021	  	 	101.594	% 	
2022 and thereafter	  	 	100.000	% 	
Prior to March 15, 2020, the Company may, at its option, on one or more occasions, redeem up to 35% of the sum of the original aggregate principal amount of Notes (and the original principal amount of any Additional Notes) issued under the Indenture at a redemption price equal to 106.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that:
 
 	•	 	at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and the original principal amount of any Additional Notes issued under the Indenture remain outstanding immediately after the occurrence of each such redemption; and	
 
 	•	 	each such redemption occurs within 180 days of the date of closing of each such Equity Offering.	
At any time prior to March 15, 2020, the Company may also redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
Selection and Notice
If the Company is redeeming less than all of the Notes at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange (and such listing is known to the
 
39

Table of Contents
Trustee), in compliance with the requirements of the principal national securities exchange on which such Notes are listed, or (b) if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as may be required by the procedures of DTC; provided that no Notes of $2,000 or less shall be redeemed in part.
Notices of redemption shall be sent electronically or be mailed by first-class mail, postage prepaid, at least 15 days but not more than 60 days before the redemption date to each Holder at such Holder’s registered address, except that notices of redemption may be sent electronically or mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.
A new Note in principal amount equal to the unredeemed portion of any Note redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due and payable on the date fixed for redemption. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest shall cease to accrue on Notes or portions thereof called for redemption.
In connection with any redemption of the Notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a sale of common stock or other corporate transaction (including any related Equity Offering). In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.
Repurchase at the Option of Holders
Change of Control Triggering Event
If a Change of Control Triggering Event occurs, the Company will be required to make an offer to purchase all of the Notes pursuant to the offer described below (the “ Change of Control Offer ”) at a price in cash (the “ Change of Control Payment ”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, the Company will send notice of such Change of Control Offer by first-class mail or electronically, to each Holder to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:
(1) a description of the transaction or transactions and identification of the ratings decline that together constitute a Change of Control Triggering Event and stating that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control Triggering Event,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(2) the purchase price and the purchase date, which will be no earlier than 15 days nor later than 60 days from the date such notice is mailed (the “ Change of Control Payment Date ”);
(3) any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse
 
40

Table of Contents
of the Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and
(7) Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000.
While the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Indenture, or compliance with the Change of Control Triggering Event provisions of the Indenture would constitute a violation of any such law or regulation, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the Indenture by virtue thereof.
On the Change of Control Payment Date, the Company will, to the extent permitted by law,
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.
The paying agent will promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
Except as described above with respect to a Change of Control Triggering Event, the Indenture will not contain provisions that permit the Holders to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
The Senior Credit Facility provides, and future credit agreements or other agreements to which the Company becomes a party may provide, that certain change of control events with respect to the Company (including a Change of Control) would constitute a default thereunder and certain of these agreements may prohibit the Company from purchasing any Notes as a result of a Change of Control Triggering Event. The exercise of Holders of the Notes of their right to require the Company to repurchase the Notes upon a Change of Control Triggering Event could cause a default under those agreements, even if the Change of Control Triggering
 
41

Table of Contents
Event itself does not, due to the financial effect of such repurchase or other prepayments on the Company. In the event a Change of Control Triggering Event occurs at a time when the Company is prohibited from purchasing the Notes, the Company could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture that could, in turn, constitute a default under other indebtedness. If the Company experiences a change of control that triggers a default under the Senior Credit Facility or cross defaults under other Indebtedness, the Company could seek a waiver of such defaults or seek to refinance the Indebtedness outstanding under the Senior Credit Facility and such other Indebtedness. In the event the Company does not obtain such a waiver or refinance the Indebtedness outstanding under the Senior Credit Facility and such other Indebtedness, such defaults could result in amounts outstanding under the Senior Credit Facility and such other Indebtedness being declared due and payable. Our ability to pay cash to the Holders following the occurrence of a Change of Control Triggering Event may be limited by our then existing financial resources. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—We may be unable to purchase your notes upon a change of control triggering event.” Therefore, sufficient funds may not be available when necessary to make any required repurchases.
The Company will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to the Indenture as described above under “Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
The Change of Control Triggering Event purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the Company and the Initial Purchasers. We have no present intention to engage in a transaction involving a Change of Control Triggering Event, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Such restrictions can be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenant, however, the Indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.
In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding to, but not including, the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.
 
42

Table of Contents
The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company and its Restricted Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Company to make an offer to repurchase the Notes as described above. See “Risk Factors”—Risks Related to our Indebtedness and the Notes—Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred following a sale of “substantially all” of our assets.”
The provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.
Asset Sales
The Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale (including any MLP Asset Transfer) unless:
(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets or Equity Interests sold or otherwise disposed of; and
(2) other than in the case of a Permitted Asset Swap, at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:
(a) any liabilities (as shown on the Company’s most recent consolidated balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which the Company or such Restricted Subsidiary has been validly released by all relevant creditors in writing,
(b) any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale,
(c) any Designated Noncash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $125.0 million and (y) 4.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, and
(d) any investment referred to in clause (2) of the second succeeding paragraph (other than pursuant to clause (c) thereof),
shall be deemed to be cash for purposes of this provision and for no other purpose; provided, that in the case of an MLP Asset Transfer, in lieu of the requirement in clause (2) above, the Company, at its election, may meet the following requirements:
(a) after such MLP Asset Transfer and as a result thereof, (x) the Company and its Restricted Subsidiaries shall have received an amount of cash and Designated Noncash Consideration permitted
 
43

Table of Contents
by clause (c) above attributable to such MLP Asset Transfer (as a result of (i) the receipt of cash proceeds and Designated Noncash Consideration as all or a portion of the consideration for such MLP Asset Transfer or (ii) the repayment of intercompany indebtedness, owed by a Subsidiary of the Company, transferred or assumed as part of such MLP Asset Transfer) at least equal to 50% of the fair market value (as determined in good faith by the Company based on values that could be obtained in an arms’ length transaction) of (A) the assets and property transferred or (B) in the case of a transfer of any Equity Interests of a Person, such Person at the time of such MLP Asset Transfer (it being understood that, in the case of a transfer of less than all of the Equity Interests of a Person, the value of such Person shall be determined at the time of the first MLP Asset Transfer constituting part of such MLP Asset Transfer (as if all the Equity Interests in such Person were transferred at the time of such first MLP Asset Transfer, and the cash requirement set forth in this clause shall be satisfied on that basis in connection with such first MLP Asset Transfer) and there shall be no such additional cash attributable to such MLP Asset Transfer required for any subsequent transfer of Equity Interests of such Person constituting part of the MLP Asset Transfer) (in each case of the foregoing clauses (A) and (B), assuming such assets or Person, as applicable, operates as a going concern), with the balance of the consideration received by the Company and its Restricted Subsidiaries for such MLP Asset Transfer consisting solely of Equity Interests in the applicable MLP and (y) immediately after giving effect to such MLP Asset Transfer on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and
(b) no Default shall have occurred and be continuing or would occur as a consequence thereof.
For purposes of calculating the fair market value of any assets or property transferred to any Person, any Person and any Equity Interests in a Person with respect to any MLP Asset Transfer, any Indebtedness that is owed by such Person to the Company or any Restricted Subsidiary shall be disregarded and shall not be reflected in such calculation to reduce the fair market value of such assets or property, Person or Equity Interests in such Person, as the case may be.
Within 365 days after any of the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (including any MLP Asset Transfer), the Company or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale:
(1) to repay, redeem or repurchase Senior Indebtedness of the Company or any Restricted Subsidiary; or
(2) to an investment in (a) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures and (d) acquisitions of other assets, that in each of (a), (b), (c) and (d) are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale.
Any Net Proceeds from any Asset Sale that are not invested or applied in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”; provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) of the preceding paragraph after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed, but such extension will in no event be for a period longer than 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if such agreement is terminated before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds from and after the date of such termination). When the aggregate amount of such Excess Proceeds exceeds
 
44

Table of Contents
$50.0 million, the Company will be required to make an offer to all Holders and, if required by the terms of any other Senior Indebtedness, to the holders of such other Senior Indebtedness (other than with respect to Hedging Obligations) (an “ Asset Sale Offer ”), to purchase the maximum aggregate principal amount of Notes and such other Senior Indebtedness that is an integral multiple of $1,000 (subject to any required minimum denominations) that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Company will commence an Asset Sale Offer with respect to such Excess Proceeds within ten Business Days after the date that such Excess Proceeds exceed $50.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days (or such longer period provided above) or with respect to Excess Proceeds of $50.0 million or less.
To the extent that the aggregate amount of Notes and such other Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes and other Senior Indebtedness surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select or cause to be selected the Notes and the Company or agent for such other Senior Indebtedness shall select such other Senior Indebtedness to be purchased on a pro rata basis based on the principal amount (or accreted value, if applicable) of the Notes or such other Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds related to such Asset Sale Offer shall be reset at zero.
Pending the final application of any Net Proceeds pursuant to this covenant, the Company or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.
The procedures for an Asset Sale Offer will be substantially the same as for a Change of Control Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, or compliance with the Asset Sale provisions of the Indenture would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture, as applicable, by virtue thereof.
The agreements governing the Company’s other indebtedness and future credit agreements or other agreements to which the Company becomes a party may limit or prohibit, the Company from purchasing any Notes as a result of an Asset Sale Offer. The exercise of Holders of the Notes of their right to require the Company to repurchase the Notes in connection with an Asset Sale Offer could cause a default under those other agreements. In the event the Company is required to make an Asset Sale Offer at a time when the Company is prohibited by the terms of any Indebtedness from purchasing the Notes, the Company could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture that could, in turn, constitute a default under other indebtedness.
The provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.
 
45

Table of Contents
Certain Covenants
Set forth below are summaries of certain covenants contained in the Indenture.
Limitation on Restricted Payments
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly:
(1) declare or pay any dividend or make any distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than
(x) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) or
(y) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;
(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company (except, in each case, in exchange for Equity Interests (other than Disqualified Stock) of the Company), including in connection with any merger or consolidation;
(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than
(x) Indebtedness permitted under clauses (g)(1) and (g)(2) of the covenant described under “—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or
(y) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or
(4) make any Restricted Investment;
(all such payments and other actions set forth in clauses (1) through (4) above (other than the exceptions thereto) being collectively referred to as “ Restricted Payments ”), unless, at the time of such Restricted Payment no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and either:
(1) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2) through (9) of the next succeeding paragraph) with respect to the quarter for which such Restricted Payment is made, is less than the sum, without duplication, of:
(a) Available Cash in respect of the Company’s immediately preceding fiscal quarter, plus
(b) the aggregate amount of Incremental Funds, minus
(c) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or
 
46

Table of Contents
(2) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is less than 1.75 to 1.00, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2) through (9) of the next succeeding paragraph) with respect to the quarter for which such Restricted Payment is made, is less than the sum, without duplication, of:
(a) $250.0 million less the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries pursuant to this clause (2)(a) since the Measuring Date, plus
(b) Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above.
The foregoing provisions will not prohibit:
(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration or giving notice of redemption thereof, if at the date of declaration or giving of the redemption notice, as applicable, such payment would have complied with the provisions of the Indenture;
(2) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“ Retired Capital Stock ”) or Subordinated Indebtedness of the Company or any Subsidiary Guarantor or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent (i) contribution (other than from a Restricted Subsidiary) to the equity capital of the Company or (ii) sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company (in each case, other than any contribution in exchange for, or any sale of, Disqualified Stock), with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or acquisition occurs not more than 120 days after such sale; provided , however , that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded (or deducted, if included) from the calculation of Available Cash and Incremental Funds;
(3) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent issuance or other incurrence of, new Indebtedness of such Person that is incurred in compliance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as
(A) the principal amount of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;
(B) such Indebtedness is subordinated to the Notes at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, acquired or retired;
(C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired; and
(D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired;
(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect
 
47

Table of Contents
parent companies or any Restricted Subsidiary held by any future, present or former employee, director, manager or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $7.5 million (with unused amounts in any calendar year being carried over to succeeding calendar years and added to such amount); provided , further , that such amount in any calendar year may be increased by an amount not to exceed
(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors, managers or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, plus
(B) the cash proceeds of key man life insurance policies received by the Company and the Restricted Subsidiaries after the Issue Date, less
(C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);
and provided , further that cancellation of Indebtedness owing to the Company from members of management, directors, managers or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;
(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges;
(6) purchases, repurchases, redemptions or other acquisitions or retirements of Equity Interests deemed to occur upon exercise of stock (or equivalent) options, warrants, incentives or other similar rights if such Equity Interests represent a portion of the exercise or exchange price of such options, warrants, incentives or similar rights, and the repurchase, redemption or other acquisition or retirement of Equity Interests made in lieu of withholding taxes resulting from the exercise or exchange of stock (or equivalent) options, warrants, incentives or other similar rights;
(7) the declaration and payment of dividends by the Company to, or the making of loans to, its direct parent company in amounts required for the Company’s direct or indirect parent companies to pay
(A) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries;
(B) general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries; and
(C) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering by such direct or indirect parent company of the Company;
(8) to the extent any such payment may constitute a Restricted Payment, payments made in connection with satisfaction of any obligations under the Plans;
(9) the repurchase, redemption or other acquisition or redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under “Repurchase at the Option of Holders—Change of Control Triggering Event” and “Repurchase at the Option of
 
48

Table of Contents
Holders—Asset Sales;” provided that prior to such repurchase, redemption or other acquisition the Company (or a third party to the extent permitted by the Indenture) shall have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Notes and shall have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control or Asset Sale Offer; and
(10) other Restricted Payments, taken together with all other Restricted Payments made pursuant to this clause (10), not to exceed $50.0 million;
provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (4), (5) and (10), no Default (other than a Reporting Default) shall have occurred and be continuing or would occur as a consequence thereof.
The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by an officer of the Company (or the General Partner, if at the time of determination, the Company is a limited partnership) reasonably and in good faith and, in the case of amounts over $50.0 million, by the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution. For purposes of determining compliance with this “Restricted Payments” covenant, if a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (9), the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that complies with this covenant.
As of the date of this prospectus, all of the Company’s Subsidiaries are Restricted Subsidiaries other than SemMexico Materials HC S. de R.L. de C.V., White Cliffs Pipeline, L.L.C., Maurepas Holdings, LLC, Beachhead Holdings, LLC and their Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in such Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (9), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, “ incur ” and collectively, an “ incurrence ”) with respect to any Indebtedness (including Acquired Indebtedness), and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the
 
49

Table of Contents
case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period.
The foregoing limitations will not apply to any of the following items (collectively, “ Permitted Debt ”):
(a) Indebtedness incurred pursuant to the Credit Facilities by the Company or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (a) and then outstanding does not exceed the greater of (i) $1,000.0 million and (ii) $500.0 million plus 30.0% of Total Assets;
(b) the incurrence by the Company and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Subsidiary Guarantees thereof) issued on the Issue Date and the Exchange Notes and related exchange guarantees to be issued in exchange for the Notes and the Subsidiary Guarantees issued on the Issue Date pursuant to the Registration Rights Agreement;
(c) Existing Indebtedness (other than Indebtedness described in clauses (a) and (b));
(d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of the Restricted Subsidiaries to finance (whether prior to or within 270 days after) all or any part of the development, construction, purchase, lease, repairs, additions or improvement of property (real or personal), equipment or other fixed or capital assets that are used or useful in a Similar Business, whether or not through the direct purchase of assets or the Capital Stock of any Person owning such assets (including any refinancing or replacement thereof); provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (d) does not exceed the greater of (x) $125.0 million and (y) 3.5% of Total Assets at any one time outstanding;
(e) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;
(f) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such agreements, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition;
(g) Indebtedness of:
(1) the Company to a Restricted Subsidiary (other than a GP or the general partner of a GP); provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the Notes; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness and
(2) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary (other than a GP or the general partner of a GP); provided that if a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is
 
50

Table of Contents
subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor; provided , further , that any subsequent issuance or transfer of Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;
(h) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;
(i) Hedging Obligations entered into for non-speculative purposes;
(j) obligations in respect of workers’ compensation claims, self-insurance obligations, performance, bid, appeal, injunctive, warranty, labor and surety bonds and performance and completion guarantees and similar bonds or obligations provided by the Company or any Restricted Subsidiary, and any guarantees or letters of credit functioning as or supporting any of the foregoing;
(k) (x) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other Obligations of any Restricted Subsidiary, so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture or (y) any guarantee by a Restricted Subsidiary of Indebtedness of the Company permitted to be incurred under the terms of the Indenture; provided that such guarantee is incurred in accordance with the covenant described below under “—Future Subsidiary Guarantors”;
(l) the incurrence by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock that serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (b) and (c) above, this clause (l) and clause (m) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums and fees in connection therewith (the “ Refinancing Indebtedness ”) prior to its respective maturity; provided , however , that such Refinancing Indebtedness:
(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased,
(2) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated to the Notes or any Subsidiary Guarantee, such Refinancing Indebtedness is subordinated to the Notes or such Subsidiary Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and
(3) shall not include:
(x) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company,
(y) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary Guarantor or
 
51

Table of Contents
(z) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;
(m) Indebtedness, Disqualified Stock or Preferred Stock (x) of the Company or any of its Restricted Subsidiaries incurred to finance the acquisition of any Person or assets or (y) constituting Acquired Indebtedness; provided that either:
(1) after giving effect to such acquisition or merger, either:
(A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant; or
(B) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis is greater than immediately prior to such acquisition or merger; or
(2) such Indebtedness, Disqualified Stock or Preferred Stock (a) is not Secured Indebtedness and, if constituting Indebtedness, is Subordinated Indebtedness, (b) is not incurred while a Default exists and no Default shall result therefrom, (c) does not mature (and is not mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) and does not require any payment of principal prior to the final maturity of the Notes and (d) in the case of clause (y) above only, is not incurred in contemplation of such acquisition or merger;
(n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;
(o) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit;
(p) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock incurred under this clause (p) and then outstanding (including any refinancing or replacement thereof), does not exceed the greater of $150.0 million and 5.0% of Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (p) shall cease to be deemed incurred or outstanding for purposes of this clause (p) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (p));
(q) Indebtedness, Disqualified Stock and Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (q) and then outstanding, does not at any one time outstanding exceed the greater of (i) $200.0 million and (ii) 7.5% of Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (q) shall cease to be deemed incurred or outstanding for purposes of this clause (q) but shall be deemed incurred for purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to the first paragraph of this covenant without reliance on this clause (q));
(r) Indebtedness consisting of Indebtedness issued by the Company or any Restricted Subsidiary to current or former officers, directors and employees thereof, their respective estates, spouses, domestic partners, partners in civil union or former spouses, former domestic partners or former partners in civil union, in each case to finance the repurchase, retirement or other acquisition or retirement of Equity
 
52

Table of Contents
Interests of the Company or any direct or indirect parent company of the Company to the extent permitted pursuant to clause (4) of the second paragraph under “—Limitation on Restricted Payments”;
(s) to the extent constituting Indebtedness, the incurrence by the Company or any Restricted Subsidiary of take-or-pay obligations contained in supply agreements;
(t) Indebtedness under Treasury Management Arrangements; and
(u) Indebtedness in respect of Bilateral Letters of Credit in an aggregate amount not to exceed $100.0 million.
For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (u) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify or reclassify or later divide, classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one or more of the above clauses.
The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased.
The principal amount of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred in a different currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance.
The amount of any Indebtedness outstanding as of any date will be:
(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(2) in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such time;
(3) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
(4) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
(a) the fair market value of such assets at the date of determination; and
(b) the amount of the Indebtedness of the other Person.
 
53

Table of Contents
Liens
The Company will not, and will not permit any of the Subsidiary Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness on any asset or property of the Company or any Subsidiary Guarantor now owned or hereafter acquired, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:
(1) in the case of Liens securing Subordinated Indebtedness, the Notes or the applicable Subsidiary Guarantee of a Subsidiary Guarantor, as the case may be, are secured by a Lien on such property or assets that is senior in priority to such Liens; and
(2) in all other cases, the Notes or the applicable Subsidiary Guarantee of a Subsidiary Guarantor, as the case may be, are equally and ratably secured;
provided that any Lien that is granted to secure the Notes under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes.
Merger, Consolidation or Sale of All or Substantially All Assets
The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1) the Company is the surviving company or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “ Successor Company ”); provided that if such Person is not a corporation, such Person immediately causes a Subsidiary that is organized or existing as a corporation under the laws of the United States, any state of the United States or the District of Columbia to be added as a co-issuer of the Notes under the Indenture;
(2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(3) immediately after such transaction, no Default exists;
(4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period,
(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or
(B) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries on a consolidated basis would be greater than such ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction;
provided that compliance with this clause (4) shall not be required after the Notes have an Investment Grade Rating as specified under “—Covenant Termination”; and
(5) the Company shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.
The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes.
 
54

Table of Contents
Notwithstanding the foregoing clauses (3) and (4),
(a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and
(b) the Company may merge with an Affiliate of the Company incorporated solely for the purpose of reincorporating the Company in another state of the United States of America or converting into a different form of business entity so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby.
For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.
Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a Person.
Transactions with Affiliates
The Company will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “ Affiliate Transaction ”) involving aggregate payments or consideration in excess of $15.0 million, unless
(a) such Affiliate Transaction (taken as a whole, in the case of a series or group of related transactions, whether or not occurring substantially simultaneously) is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, and
(b) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above.
The following items will be deemed not to be Affiliate Transactions and, therefore, the foregoing provisions will not apply to the following:
(1) transactions between or among the Company and/or any of the Restricted Subsidiaries;
(2) (i) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and (ii) Permitted Investments;
(3) employment agreements, employee benefits plans, any indemnification agreement or any similar arrangement entered into and customary fees paid to, reimbursement of expenses paid to and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary, in each case in the ordinary course of business;
(4) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;
 
55

Table of Contents
(5) payments or loans (or cancellations of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory arrangements with such employees or consultants that are, in each case, approved by the Company in good faith and payments pursuant to the foregoing;
(6) any agreement, instrument or arrangement as in effect as of the Issue Date, or any amendment, modification or supplement thereto or replacement thereof (so long as any such amendment, modification, supplement or replacement is not disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company), and any transaction contemplated by any of the foregoing;
(7) the existence of, or the performance by the Company or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided , however , that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not disadvantageous to the Holders in any material respect as compared to the terms of the original agreement as in effect on the Issue Date as reasonably determined in good faith by the Company;
(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
(9) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Affiliate of the Company or receipt by the Company of capital contributions from holders of its Equity Interests (other than Disqualified Stock);
(10) any Permitted MLP Transfer and any Permitted GP Transfer;
(11) leases entered into by the Company or any Restricted Subsidiary, as lessor and an Unrestricted Subsidiary, as lessee, with respect to a pipeline or similar asset operated by such Unrestricted Subsidiary; provided that the Remaining Present Value of any such leases shall not exceed $30.0 million in the aggregate;
(12) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, merged into or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation, and any amendment, modification or supplement thereto, or replacement thereof (so long as any such amendment, modification, supplement or replacement is not more disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation) and any transaction contemplated by any of the foregoing;
(13) payment for services rendered between any MLP or GP and one or more of the Company or any of its Restricted Subsidiaries, if (x) payment is made or completed in compliance with the terms and provisions of the partnership agreement of the MLP (or comparable governing document of the GP) and (y) such transaction is on terms and conditions fair and reasonable to the Company or such Restricted Subsidiary as determined in good faith by the Company;
(14) transactions between the Company or any of its Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate Transaction except for the fact that one or more of the directors of such
 
56

Table of Contents
other Person is also a director of the Company or such Restricted Subsidiary, as applicable; provided that such directors abstain from voting as a director of the Company or such Restricted Subsidiary, as applicable, on any matter involving such other Person; and
(15) in the case of contracts for the provision of gathering, treating or compression services with respect to Hydrocarbons or activities or services reasonably related thereto, or other operational contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any of its Restricted Subsidiaries with unrelated third parties or otherwise on terms not materially less favorable to the Company and its Restricted Subsidiaries than those that would be available in a transaction with an unrelated third party.
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
The Company will not, and will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(a) (1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or
(2) pay any Indebtedness owed to the Company or any Restricted Subsidiary;
(b) make loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of, or a requirement to subordinate, loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(c) sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (in each case) for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Indentures, the Senior Credit Facility and the related documentation (including security documents and intercreditor agreements) and Hedging Obligations and contractual encumbrances or restrictions in agreements or instruments governing Credit Facilities not in effect on Issue Date so long as the encumbrances and restrictions contained therein are not materially more restrictive, taken as a whole, than the restrictions contained in those agreements on the Issue Date;
(2) the Indenture and the Notes and the Subsidiary Guarantees of the Notes issued thereunder;
(3) purchase money obligations for property acquired and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired and other Liens permitted to be incurred under the provisions of the covenant described above under “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
(4) applicable law or any applicable rule, regulation or order;
(5) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the board of directors of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrances or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;
 
57

Table of Contents
(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(7) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(8) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business;
(9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
(10) provisions in partnership and joint venture agreements, asset sale agreements, leases, licenses, sale-lease back agreements, stock sale agreements and other similar agreements;
(11) non-assignment provisions contained in leases, licenses and other agreements;
(12) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending such sale or other disposition;
(13) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of its Restricted Subsidiaries is a party; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(14) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines in good faith that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes; and
(15) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided , further , that with respect to contracts, instruments or obligations existing on the Issue Date, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such encumbrances and other restrictions than those contained in such contracts, instruments or obligations as in effect on the Issue Date.
Future Subsidiary Guarantors
The Company will cause each of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries, other than a Subsidiary Guarantor, that becomes a borrower or guarantor under the Senior Credit Facility or guarantees, on
 
58

Table of Contents
the Issue Date or any time thereafter, any other Indebtedness of the Company, which Indebtedness exceeds $25.0 million in aggregate principal amount, to, within 30 days:
(1) execute and deliver a supplemental indenture to the Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Subsidiary Guarantor that is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;
(2) deliver to the Trustee an opinion of counsel to the effect that:
(a) such Subsidiary Guarantee has been duly executed and authorized; and
(b) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.
Limitation on Sale and Lease-Back Transactions
The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any property unless (i) the Company or such Restricted Subsidiary would be entitled to (A) incur additional Indebtedness in an amount equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (B) create a Lien on such property securing such Attributable Debt under the definition of “Permitted Liens” ( provided that compliance with clause (A) of this clause (i) shall not be required after such time that the Notes have an Investment Grade Rating as specified under “—Covenant Termination”); (ii) the consideration received by the Company or any Restricted Subsidiary in connection with such Sale and Lease-Back Transaction is at least equal to the fair market value (as determined in good faith by the Company) of such property; and (iii) the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”
Reports and Other Information
The Indenture provides that, notwithstanding that we may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, we will file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after we file them with the SEC):
(1) within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form);
(2) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); and
(3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form);
provided , however , that (1) if we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we may complete any such reports as though our only registered securities are non-convertible
 
59

Table of Contents
debt securities and (2) we shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event, we will make available such information to prospective purchasers of notes in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time we would be required to file such information with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act.
Notwithstanding the foregoing, we will be deemed to have furnished such reports referred to above to the Trustee and Holders if we have filed such reports with the SEC via the EDGAR filing system (or any successor system) or, if we are not subject to reporting under Section 13 or 15(d) of the Exchange Act and are not permitted to file such reports with the SEC, if we post such reports on our publicly available website.
Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates delivered under the Indenture).
Covenant Termination
If at any time the Notes have an Investment Grade Rating and no Default has occurred and is continuing under the Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of the Indenture described above under “Repurchase at the Option of Holders—Asset Sales” and under the following headings under “Certain Covenants”:
 
 	•	 	“—Limitation on Restricted Payments,”	
 
 	•	 	“—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”	
 
 	•	 	clause (4) of the covenant described above under “—Merger, Consolidation or Sale of All or Substantially All Assets,”	
 
 	•	 	“—Transactions with Affiliates,”	
 
 	•	 	“—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” and	
 
 	•	 	“—Limitation on Sale and Lease-Back Transactions” (only to the extent set forth in such covenant)	
provided that the provisions of the Indenture described above under “Repurchase at the Option of Holders—Change of Control Triggering Event,” “Reports and Other Information” and described above under the following headings under “Certain Covenants” will not be terminated:
 
 	•	 	“—Liens,”	
 
 	•	 	“—Merger, Consolidation or Sale of All or Substantially All Assets” (except with respect to clause (4) of such covenant),	
 
 	•	 	“—Future Subsidiary Guarantors,” and	
 
 	•	 	“—Limitation on Sale and Lease-Back Transactions” (except to the extent set forth in such covenant).	
Events of Default and Remedies
The following events constitute Events of Default under the Indenture:
(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of payments of principal of, or premium, if any, on the Notes issued under the Indenture;
(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes issued under the Indenture;
 
60

Table of Contents
(3) failure by the Company for 180 days after receipt of written notice given by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding and issued under the Indenture voting as a single class to comply with the provisions described under “Reports and Other Information”;
(4) failure by the Company for 60 days after receipt of written notice given by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding and issued under the Indenture voting as a single class to comply with any of the other agreements in the Indenture or the Notes;
(5) failure by the Company to make a Change of Control Offer or an Asset Sale Offer within the time periods set forth, or to consummate a purchase of Notes when required pursuant to the terms described, under “Repurchase at the Option of Holders—Change of Control Triggering Event” or “Repurchase at the Option of Holders—Asset Sales” or to comply with the provisions described under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets”;
(6) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both
(A) such default either
 
 	(i)	results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or	
 
 	(ii)	relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and	
(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million or more at any one time outstanding;
(7) failure by the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
(8) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary); or
(9) the Subsidiary Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Subsidiary Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Subsidiary Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Subsidiary Guarantee in accordance with the Indenture.
If any Event of Default (other than of a type specified in clause (8) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes issued under the Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes issued under the Indenture to be due and payable immediately.
 
61

Table of Contents
Upon the effectiveness of such declaration, such principal of and premium, if any, and interest on the Notes will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (8) of the first paragraph of this section with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Restricted Subsidiary), all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from Holders notice of any continuing Default, except a Default relating to the payment of principal of and premium, if any, and interest on the Notes if it determines that withholding notice is in their interest. In addition, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interest of the Holders of such Notes.
The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes issued thereunder by notice to the Trustee may, on behalf of the Holders of all of such Notes, rescind an acceleration, waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default in the payment of principal of and premium, if any, or interest on any such Notes held by a non-consenting Holder. In the event of any Event of Default specified in clause (6) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders if, within 20 days after such Event of Default arose,
(x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged,
(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or
(z) if the default that is the basis for such Event of Default has been cured.
Except to enforce the right to receive payments of principal of and premium, if any, and interest on the Notes when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless:
(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;
(2) Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;
(3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
(5) Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
The Indenture provides that we are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and we are required upon any officer of the Company becoming aware of any Default, the Company is required to deliver to the Trustee a statement specifying such Default.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor shall have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Subsidiary Guarantees and the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation; provided that the foregoing shall not limit any Subsidiary Guarantor’s obligations under its Subsidiary Guarantee. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the Federal securities laws and it is the view of the SEC that such a waiver is against public policy.
 
62

Table of Contents
Legal Defeasance and Covenant Defeasance
The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes issued under the Indenture and have each Subsidiary Guarantor’s obligation discharged with respect to its Subsidiary Guarantee (“ Legal Defeasance ”) and cure all then existing Events of Default except for
(1) the rights of Holders issued under the Indenture to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture,
(2) the Company’s obligations with respect to the Notes issued under the Indenture concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust,
(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and
(4) the Legal Defeasance provisions of the Indenture.
In addition, the Company may, at its option and at any time, elect to have its obligations and those of each Subsidiary Guarantor released with respect to certain covenants that are described in the Indenture (“ Covenant Defeasance ”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event a Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Company) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes issued under the Indenture:
(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes issued under the Indenture on the stated maturity date or on the applicable redemption date, as the case may be, of such principal, premium, if any, or interest on the Notes;
(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,
(A) the Company has received from, or there has been published by, the United States of America Internal Revenue Service a ruling or
(B) since the original issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law,
in either case to the effect that, and based thereon such opinion of counsel in the United States of America shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
 
63

Table of Contents
(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit (and any similar concurrent depositing relating to other Indebtedness, or a Default or Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;
(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any of the Senior Credit Facility or any other material agreement or instrument (other than the Indenture) to which, the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;
(6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantor or others; and
(7) the Company shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel in the United States of America (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when
(a) either (1) all such Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or
(2) all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be;
(b) in respect of clause (a)(2), no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar deposit relating to other Indebtedness and, in each case, and the granting of Liens in connection therewith) with respect to the Indenture or the Notes issued thereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar deposit relating to other Indebtedness and, in each case, and the granting of Liens in connection therewith);
(c) the Company has paid or caused to be paid all sums payable by it under the Indenture; and
(d) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such Notes at maturity or the redemption date, as the case may be.
In addition, the Company must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
 
64

Table of Contents
Transfer and Exchange
A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.
The registered Holder of a Note will be treated as the owner of the Note for all purposes.
Amendment, Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the Indenture, any related Subsidiary Guarantee and the Notes issued thereunder may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and issued under the Indenture, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture voting as a single class, other than Notes beneficially owned by the Company or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes).
The Indenture provides that, without the consent of each Holder affected, an amendment or waiver may not, with respect to any Notes issued under the Indenture and held by a non-consenting Holder:
(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under “Repurchase at the Option of Holders”);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes issued under the Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Subsidiary Guarantee that cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated in the Notes;
(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) modify the Subsidiary Guarantees of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders;
(8) make any change in these amendment and waiver provisions; or
(9) impair the right of any Holder to receive payment of principal of, or interest on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.
Notwithstanding the foregoing, without the consent of any Holder, the Company, any Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture, any Subsidiary Guarantee or the Notes:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
 
65

Table of Contents
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to comply with the covenant relating to mergers, consolidations and sales of assets and to provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations to Holders in connection therewith;
(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;
(5) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or a Subsidiary Guarantor;
(6) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(7) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof;
(8) to provide for the issuance of exchange Notes or private exchange Notes, which are identical to exchange Notes except that they are not freely transferable;
(9) to add a Subsidiary Guarantor or other guarantor under the Indenture or to evidence the release of any Guarantor from its Subsidiary Guaranty as provided in the Indenture;
(10) to conform the text of the Indenture, Subsidiary Guarantees or the Notes to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended (as evidenced by an Officer’s Certificate of the Company) to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes; or
(11) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.
The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver.
Notices
Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing. Notices given electronically will be deemed given when sent.
Concerning the Trustee
The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.
The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes issued thereunder will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use
 
66

Table of Contents
the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
Governing Law
The Indenture, the Notes and any Subsidiary Guarantee will be governed by and construed in accordance with the laws of the State of New York.
Additional Information
Anyone who receives this prospectus may obtain a copy of the Indenture and the Registration Rights Agreement without charge by writing to SemGroup Corporation, Two Warren Place, 6120 S. Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136-4231; Attn: General Counsel and Secretary.
Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full definition of all such terms, as well as any other capitalized terms used herein for which no definition is provided. For purposes of the Indenture, unless otherwise specifically indicated, (1) the term “ consolidated ” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person and (2) the term “ including ” means “including, without limitation.”
“ Acquired Indebtedness ” means, with respect to any specified Person,
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
The term “Acquired Indebtedness” does not include Indebtedness of a Person that is redeemed, defeased, retired or otherwise repaid at the time of, or immediately upon, consummation of the transactions by which such Person becomes a Restricted Subsidiary or acquires such assets, as the case may be.
“ Additional Interest ” means all liquidated damages then owing pursuant to the Registration Rights Agreement.
“ Affiliate “ of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
“ AMI Development Activities ” shall mean, with respect to any AMI Interest, the exploration, production, ownership and operation of drilled wells on the area of mutual interest constituting an AMI Interest, and any business or business activities incidental or related thereto.
“ AMI Dispositions ” shall mean sales, transfers, leases or other dispositions of all or portions of an AMI Interest, in one or more transactions, pursuant to farm-out or similar agreements.
 
67

Table of Contents
“ AMI Interest ” shall mean any areas of mutual interest in which the Company or any Restricted Subsidiary owns an interest.
“ Applicable Premium ” means, with respect to any Note on any redemption date, the greater of:
(1) 1.00% of the principal amount of such Note; or
(2) the excess, if any, of:
(a) the present value at such redemption date of (i) the redemption price of such Note at March 15, 2020 (such redemption price being set forth in the table appearing above under “—Optional Redemption”), plus (ii) all required interest payments due on such Note through March 15, 2020 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
(b) the principal amount of such Note.
The Company shall determine the Applicable Premium and the Trustee shall have no obligation to verify the same.
“ Asset Sale ” means
(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions (each referred to in this definition as a “ disposition ”), of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any Restricted Subsidiary, including any Equity Interest, whether in an MLP, a GP, or otherwise; and
(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, in each case, other than:
(a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment, vehicles or other similar assets or uneconomic or surplus assets in the ordinary course of business or any disposition of inventory or goods held for sale in the ordinary course of business;
(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;
(c) the making of any Permitted Investment or the making of any Restricted Payment that is not prohibited by the covenant described under “Certain Covenants—Limitation on Restricted Payments”;
(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $35.0 million;
(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;
(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
(g) the lease, license, assignment, sub-lease, sub-license or cross license of any real or personal property (including intellectual property or other general intangibles) in the ordinary course of business;
(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary other than an MLP or a GP;
(i) foreclosures on assets;
 
68

Table of Contents
(j) the unwinding of any Hedging Obligations;
(k) solely for purposes of clauses (1) and (2) of the covenant described under “Repurchase at the Option of Holders—Asset Sales,” AMI Dispositions;
(l) dispositions of defaulted receivables or of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;
(m) sales of assets received by the Company or any Restricted Subsidiary upon foreclosure on a Lien;
(n) any surrender or waiver of contract rights or settlement, releases, recovery on or surrender of contract, tort or other claims; and
(o) the granting of Liens not prohibited by the covenant described under “—Certain Covenants—Liens.”
“ Attributable Debt ” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided , however , that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with ‘the definition of “Capitalized Lease Obligation.”
“ Available Cash ” means, with respect to any fiscal quarter,
(a) the sum of: (i) all cash and Cash Equivalents of the Company and its Restricted Subsidiaries (or the Company’s proportionate share of cash and Cash Equivalents in the case of Restricted Subsidiaries that are not wholly owned) on and at the end of such fiscal quarter; and (ii) if the management of the Company so determines, all or any portion of any additional cash and Cash Equivalents of the Company and its Restricted Subsidiaries (or the Company’s proportionate share of cash and Cash Equivalents in the case of Restricted Subsidiaries that are not wholly owned) either (x) on hand on the date of determination of Available Cash with respect to such fiscal quarter resulting from Working Capital Borrowings made subsequent to the end of such fiscal quarter or (y) available to be drawn as Working Capital Borrowings on such data of determination; less
(b) the amount of any cash reserves established by the management of the Company and its Restricted Subsidiaries (or the Company’s proportionate share of cash reserves established by Restricted Subsidiaries that are not wholly owned) to: (i) provide for the proper conduct of the business of the Company and its Restricted Subsidiaries (including reserves for future capital expenditures and for anticipated future credit needs of the Company and its Restricted Subsidiaries) subsequent to such fiscal quarter; (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company and its Restricted Subsidiaries is a party, by which it is bound or to which its assets are subject; or (iii) provide funds for distributions permitted under this “Limitation on Restricted Payments” covenant in respect of any one or more of the next four fiscal quarters; provided, however, that disbursements made by the Company or any of its Restricted Subsidiaries or cash reserves established, increased or reduced after the end of such fiscal quarter but on or before the date of determination of Available Cash with respect to such fiscal quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such fiscal quarter if the management of the Company so determines.
“ Board of Directors ” means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
 
69

Table of Contents
(2) with respect to a partnership, the board of directors of the general partner of the partnership or any authorized committee thereof;
(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
“ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the trustee.
“ Business Day ” means each day that is not a Legal Holiday.
“ Capital Stock ” means
(1) in the case of a corporation, corporate stock,
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
“ Capitalized Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.
“ Cash Equivalents ” means
(1) United States of America dollars,
(2) (a) Canadian dollars; or
(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business,
(3) securities issued or directly and fully and unconditionally guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,
(4) demand deposits, certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million,
(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above,
(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of acquisition thereof,
(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (6) above,
 
70

Table of Contents
(8) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,
(9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition, and
(10) other time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1% of Total Assets.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in one or more currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into the currencies set forth in clauses (1) and (2) above as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.
“ Change of Control ” means the occurrence of any of the following:
(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or
(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.
“ Change of Control Triggering Event ” means the occurrence of a Change of Control that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings categories) or withdrawal of the rating of the notes within the Ratings Decline Period by at least two of the Rating Agencies, as a result of which the rating of the notes on any day during such Ratings Decline Period is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement).
“ Company ” has the meaning set forth in the second paragraph under “General.”
“ Commercial Operation Date ” means the date of the mechanical completion and entering into commercial operation of a Material Project.
“ Consolidated Depreciation and Amortization Expense ” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and other related noncash charges of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP
“ Consolidated Interest Expense ” means, with respect to any Person for any period, the sum, without duplication, of:
(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances,
 
71

Table of Contents
(iii) noncash interest payments (but excluding any noncash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations and (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (A) Additional Interest, (B) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (C) any expensing of bridge, commitment and other financing fees (other than those described in clause (ii) above) and (D) any redemption premiums paid in connection with the Transactions, plus
(b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less
(c) interest income for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
“ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,
(1) any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to severance, relocation, one-time compensation charges and the Transactions) shall be excluded,
(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP,
(3) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,
(4) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,
(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends, distributions or other payments from any Person that is not a Subsidiary, any Unrestricted Subsidiary or any Person that is accounted for by the equity method of accounting that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period (subject in the case of dividends, distributions or other payments made to a Restricted Subsidiary to the limitations contained in clause (6) below),
(6) any increase in amortization or depreciation or other noncash charges resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,
(7) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,
(8) any impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded, and
(9) any long-term incentive plan accruals and any noncash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded.
 
72

Table of Contents
“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (the “ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
(2) to advance or supply funds
(A) for the purchase or payment of any such primary obligation or
(B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
“ Credit Facilities ” means one or more debt facilities (including, without limitation, the Senior Credit Facility) or commercial paper facilities, indentures or debt security or note issuances, in each case, with banks, investment banks, insurance companies, mutual funds or other institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders), letters of credit, other borrowings, debt securities or note issuances, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.
“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
“ Designated Noncash Consideration ” means the fair market value of noncash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.
“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Stock), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date that is 91 days after the earlier of the maturity date of the Notes and the date the Notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described under “—Certain Covenants—Limitation on Restricted Payments.”
“ DTC “ means The Depository Trust Company.
 
73

Table of Contents
“ EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period,
(1) increased by (without duplication):
(a) provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus
(b) consolidated Fixed Charges of such Person for such period to the extent the same was deducted in computing Consolidated Net Income, plus
(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus
(d) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transactions, including the offering of the Notes and the Senior Credit Facility, in each case, deducted in computing Consolidated Net Income, plus
(e) the amount of any restructuring charge or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, plus
(f) any write-offs, write-downs or other noncash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus
(g) the amount of any minority interest expense deducted in calculating Consolidated Net Income, plus
(h) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of issuance of Equity Interests of the Company (other than Disqualified Stock that is Preferred Stock) in each case, plus
(i) accretion of asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations and under similar requirements for any other jurisdiction; plus
(j) Material Project EBITDA Adjustments with respect to Material Projects;
(2) decreased by (without duplication) noncash gains increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition); and
(3) decreased or increased, as applicable, by (without duplication):
(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards #133; and
(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
 
74

Table of Contents
“ Equity Offering ” means (i) any public or private sale of Capital Stock (other than Disqualified Stock) made for cash on a primary basis by the Company after the Issue Date or (ii) any contribution to capital of the Company in respect of Capital Stock (other than Disqualified Stock) of the Company, excluding in the case of clauses (i) and (ii) any sale to or contribution by any Subsidiary of the Company.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“ Existing Indebtedness ” means Indebtedness of the Company or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.
“ Existing Indentures ” means, collectively, (i) the Indenture, dated as of July 2, 2014, as supplemented, by and among the Company (as successor to Rose Rock Midstream, L.P.), Rose Rock Finance Corporation, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and (ii) the Indenture, dated as of May 14, 2015, as supplemented, by and among the Company (as successor to Rose Rock Midstream, L.P.), Rose Rock Finance Corporation, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.
“ fair market value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in the case of amounts over $50.0 million, by the Board of Directors of the Company.
“ First Purchaser Lien ” means so-called “first purchaser” Lien, as defined in Texas Bus. & Com. Code Section 9.343, comparable laws of the state of Oklahoma, Kansas, Mississippi, Wyoming or New Mexico, or any other comparable law of any such jurisdiction or any other applicable jurisdiction.
“ Fixed Charge Coverage Ratio ” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility that has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period (the “ reference period ”).
For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charges and the change in EBITDA resulting therefrom) had occurred on the first day of the reference period, including giving effect to any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the next 12 months, in the reasonable judgment of the chief financial or accounting officer of the Company (or the General Partner, if at the time of determination, the Company is a limited partnership) (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related thereto). If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition,
 
75

Table of Contents
disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the reference period.
For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.
“ Fixed Charges ” means, with respect to any Person for any period, the sum of
(a) Consolidated Interest Expense of such Person for such period,
(b) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock made during such period, and
(c) all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.
“ Foreign Subsidiary ” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof.
“ GAAP ” means generally accepted accounting principles in the United States of America that are in effect on the Issue Date.
“ Government Securities ” means securities that are
(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or
(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
“ GP ” means the Person that is the general partner of an MLP.
 
76

Table of Contents
“ GP Equity Transfer ” means the sale, conveyance, transfer or other disposition of any Equity Interest in an MLP GP in connection with, or following, the initial public offering of an MLP GP.
“ guarantee “ means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations, and, when used as a verb, shall have a corresponding meaning.
“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and other agreements or arrangements, in each case designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.
“ Holder ” means the Person in whose name a Note is registered on the registrar’s books.
“ Hydrocarbons “ means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, sulfur, sulfur derivative products and all constituents, elements or compounds thereof and products or byproducts refined or processed therefrom.
“ Incremental Funds ” means, the sum of:
(a) 100% of the aggregate net cash proceeds received by the Company (including the fair market value of any Similar Business or long-term assets that are used or useful in a Similar Business to the extent acquired in consideration of Equity Interests of the Company (other than Disqualified Stock)) on or after the Measuring Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus
(b) to the extent that any Restricted Investment made after the Measuring Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus
(c) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to the Company or any of its Restricted Subsidiaries from any Person (including Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash for any period commencing on or after the Measuring Date.
“ Indebtedness “ means, with respect to any Person,
(a) any indebtedness (including principal and premium) of such Person, whether or not contingent
(1) in respect of borrowed money,
(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof),
(3) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, or
(4) representing any Hedging Obligations,
 
77

Table of Contents
if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,
(b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of another Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection,
(c) to the extent not otherwise included, the obligations of the type referred to in clause (a) of another Person secured by a Lien on any asset owned by such Person, whether or not such obligations are assumed by such Person and whether or not such obligations would appear upon the balance sheet of such Person; provided that the amount of such Indebtedness will be the lesser of the fair market value of such asset at such date of determination and the amount of Indebtedness so secured, and
(d) Attributable Debt in respect of Sale and Lease-Back Transactions;
provided , however , that notwithstanding the foregoing, Indebtedness will be deemed not to include (A) Contingent Obligations, (B) any other obligation arising from any agreement providing for indemnities, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by the specified Person in connection with the acquisition or disposition of assets, (C) with respect to the Company or any Restricted Subsidiary, liabilities in respect of the Indebtedness of any Unrestricted Subsidiary of the Company or any Joint Venture but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner of such Unrestricted Subsidiary or Joint Venture and not as guarantor of such Indebtedness and (D) Obligations of a GP of an MLP with respect to Indebtedness of such MLP arising by operation of law due to such GP’s position as a general partner of such MLP (or corresponding Obligations of any general partner of such GP arising by operation of law due to such entity’s position as a general partner of such GP); provided , however , that such Obligations or Indebtedness are non-recourse to the Company or any of its Restricted Subsidiaries (other than such GP and, if such GP is a limited partnership, the general partner of such GP, provided that (x) the sole business of such general partner of such GP is to act as the general partner of such GP and engage in activities ancillary thereto and (y) and such general partner of such GP owns no assets (other than (i) ownership interests in such GP or in the MLP of which such GP is the MLP GP, (ii) temporarily holding assets to be transferred or distributed in connection with a Permitted MLP Transfer or a Permitted GP Transfer or distributions from an MLP or a GP and (iii) current assets sufficient to satisfy its ordinary course operating expenses)).
“ Indenture “ means the Indenture dated as of the Issue Date, among the Company, as issuer, certain of its Subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee.
“ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged and that is independent of the Company and its Affiliates.
“ Initial Purchasers ” means Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC, Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Capital One Securities, Inc. and Morgan Stanley & Co. LLC.
“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.
 
78

Table of Contents
“ Investment Grade Securities ” means:
(1) securities issued or directly and fully guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof (other than Cash Equivalents),
(2) debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries,
(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment and/or distribution and
(4) corresponding instruments in countries other than the United States of America customarily utilized for high quality investments.
“ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments,”
(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to
(x) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less
(y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.
“ Issue Date ” means March 15, 2017.
“Joint Venture ” means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries makes any Investment.
“ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or place of payment.
“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.
 
79

Table of Contents
“ Material Project ” means the construction or expansion of any capital project of the Company, any Restricted Subsidiary or Maurepas Holdings, LLC, the aggregate capital cost of which exceeds, or is reasonably expected by the Company to exceed, $15.0 million.
“ Material Project EBITDA Adjustment ” means, with respect to each Material Project:
(x) prior to the Commercial Operation Date of a Material Project (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (equal to the then current completion percentage of such Material Project) of an amount determined by the Company as the projected EBITDA of the Company and its Restricted Subsidiaries with respect to such Material Project (giving effect, for the avoidance of doubt and without duplication, to clause (5) of the definition of Consolidated Net Income in the case of any Material Project of Maurepas Holdings or its Subsidiaries) for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such amount to be determined on predominantly fee based contracts relating to such Material Project, the creditworthiness of the other party(ies) to such contracts, and projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date, and other factors reasonably deemed appropriate by the Company), which may, at the Company’s option, be added to actual EBITDA for the fiscal quarter in which construction of the Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual EBITDA of the Company and its Restricted Subsidiaries attributable to such Material Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days, but more than 270 days, 50%, and (iv) longer than 270 days, 100%; and
(y) beginning with the first full fiscal quarter following the Commercial Operation Date of a Material Project and for two immediately succeeding fiscal quarters, an amount determined by the Company as the projected EBITDA of the Company and its Restricted Subsidiaries attributable to such Material Project (determined in the same manner as set forth in clause (x) above) for the balance of the four full fiscal quarter period following such Commercial Operation Date, which may, at the Company’s option, be added to actual EBITDA for such fiscal quarters (but net of any actual EBITDA of the Company and its Restricted Subsidiaries attributable to such Material Project following such Commercial Operation Date).
(z) Notwithstanding the foregoing the aggregate amount of all Material Project EBITDA Adjustments during any period shall be limited to 20% of the total actual EBITDA of the Company and its Restricted Subsidiaries for such period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments).
“ Measuring Date ” means July 2, 2014.
“ MLP “ means any master limited partnership.
“ MLP Asset Transfer ” means the direct or indirect sale, conveyance, transfer or other disposition of property or assets (including any Equity Interests of any Person) by the Company or any Restricted Subsidiary to one or more MLPs or MLP Subsidiaries.
“ MLP Equity Transfer ” means the sale, conveyance, transfer or other disposition of any Equity Interest in an MLP.
 
80

Table of Contents
“ MLP GP ” means a GP that is a general partner of an MLP.
“ MLP Subsidiary ” means a Subsidiary of an MLP.
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“ Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
“ Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale, Permitted MLP Transfer, Permitted GP Transfer or Extraordinary Distribution, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale, MLP Equity Transfer or GP Equity Transfer, net of the direct costs relating to such Asset Sale, Permitted MLP Transfer or Permitted GP Transfer and the sale or disposition of such Designated Noncash Consideration, including legal, accounting and investment banking fees, finder’s fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness required (other than by the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and, in the case of an Asset Sale, Permitted MLP Transfer or Permitted GP Transfer, any deduction of appropriate amounts to be provided by the Company or a Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the assets disposed of in such transaction and retained by the Company or a Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
“Non-Recourse Debt ” means Indebtedness:
(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) except as contemplated by clause (30) of the definition of Permitted Liens, (b) is directly or indirectly liable as a guarantor or otherwise or (c) is the lender (provided, that agreements to provide management services or operation and maintenance services, performance guarantees with respect to commercial contracts, completion guarantees relating to construction projects or similar contractual arrangements, in each case shall not be considered to constitute a guaranty or credit support for this purpose);
(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
(3) the explicit terms of which provide that there is no recourse to the stock or assets of the Company or any of its Restricted Subsidiaries except as contemplated by clause (30) of the definition of “Permitted Liens.”
For purposes of determining compliance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above, if any Non-Recourse Debt of any of the Company’s Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company.
“ Obligations ” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the
 
81

Table of Contents
commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the applicable agreement), premium (if any), guarantees of payment, fees, indemnification, reimbursements, expenses, damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnification in favor of the Trustee and any other third parties other than the Holders.
“ Offering Circular ” means the Offering Circular dated March 8, 2017 with respect to the offering of the Notes.
“ Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the General Counsel, the Treasurer or the Secretary of the Company.
“ Officers’ Certificate ” means a certificate signed on behalf of the Company by an Officer of the Company.
“ Permitted Asset Swap ” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person that is not the Company or any of its Restricted Subsidiaries; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”
“ Permitted Business Investments ” means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the Company or in any Joint Venture, provided that:
(1) either (a) at the time of such Investment and immediately thereafter, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (b) such Investment does not exceed the aggregate amount of Incremental Funds not previously expended at the time of making such Investment;
(2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to the Company or any of its Restricted Subsidiaries (which shall include all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which the Company or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including any “claw-back,” “make-well” or “keepwell” arrangement) could, at the time such Investment is made, be incurred at that time by the Company and its Restricted Subsidiaries pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and
(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of a Similar Business.
“ Permitted GP Transfer ” means any GP Equity Transfer that complies with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”
“ Permitted Investments ” means:
(a) any Investment in the Company or any Restricted Subsidiary;
(b) any Investment in cash and Cash Equivalents or Investment Grade Securities;
(c) (i) any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Similar Business if as a result of such Investment
 
82

Table of Contents
(1) such Person becomes a Restricted Subsidiary of the Company or
(2) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company and
(ii) any Investment held by such Person;
(d) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities received in connection with (i) an Asset Sale or Permitted MLP Transfer made pursuant to the provisions of the covenants described under “Repurchase at the Option of Holders—Asset Sales” or (ii) any other disposition of assets (other than a Permitted MLP Transfer or Permitted GP Transfer) not constituting an Asset Sale;
(e) any Investment existing on the Issue Date or made pursuant to legally binding written commitments in existence on the Issue Date;
(f) loans and advances to, and guarantees of Indebtedness of, employees not in excess of $5.0 million outstanding at any one time, in the aggregate;
(g) any Investment acquired by the Company or any Restricted Subsidiary
(1) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such other Investment is made or which is the obligor with respect to such accounts receivable or
(2) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(h) Hedging Obligations permitted under clause (j) of the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
(i) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practice or to fund such Person’s purchase of Equity Interests of the Company or any direct or any indirect parent company thereof under compensation plans approved by the Board of Directors of the Company in good faith;
(j) Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parent companies (exclusive of Disqualified Stock);
(k) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and performance guarantees in the ordinary course of business;
(l) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;
(m) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding, not to exceed the greater of (x) $200.0 million and (y) 7.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
(n) any Investments in an MLP or a GP; provided that such Investment results from a Permitted MLP Asset Transfer or a Permitted GP Transfer; and
(o) Permitted Business Investments.
 
83

Table of Contents
“ Permitted Liens ” means, with respect to any Person:
(1) Liens with respect to the Senior Credit Facility or any other Credit Facilities;
(2) Liens to secure Indebtedness and Hedging Obligations incurred under clauses (a), (b) and (i) of the second paragraph of the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and any related Obligations;
(3) pledges, deposits and other Liens by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits, prepayments or cash pledges to secure bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;
(4) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’, vendors’, construction contractors’ Liens and other similar Liens, in each case, for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;
(5) Liens for taxes, assessments or other governmental charges or claims not yet overdue for a period more of than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
(6) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
(7) Liens consisting of minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions, by-laws and other ordinances of governmental authorities, minor irregularities in title, boundaries, or other minor survey defects, easements, leases, restrictions, servitudes, licenses, permits, encroachments, reservations, exceptions, zoning restrictions, rights-of-way, trackage rights, permits, special assessments, development agreements, deferred services agreements, owners’ association encumbrances, conditions, covenants mineral or royalty rights or reservations or oil, gas and mineral leases and rights of others in any property of the Company or the Restricted Subsidiaries, including rights of eminent domain (including those for streets, roads, bridges, pipes, pipelines, natural gas gathering systems, processing facilities, railroads, electric transmission and distribution lines, telegraph and telephone lines, the removal of oil, gas or other minerals or other similar purposes, flood control, air rights, water rights, rights of others with respect to navigable waters, sewage and drainage rights), and other similar charges or encumbrances as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, in each case, which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
(8) Liens existing on the Issue Date;
(9) Liens on property or Capital Stock of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided , further , that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary other than on improvements thereon, accessions thereto and proceeds thereof;
(10) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted
 
84

Table of Contents
Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided , further , that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary other than on improvements thereon, accessions thereto and proceeds thereof;
(11) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(13) leases and subleases granted to others which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries and do not secure any Indebtedness;
(14) Liens arising from financing statement filings under the Uniform Commercial Code or similar state laws regarding operating leases entered into by the Company and its Restricted Subsidiaries;
(15) Liens in favor of the Company or any Subsidiary Guarantor;
(16) Liens on inventory or equipment of the Company or any Restricted Subsidiary granted to the Company’s client at which such inventory or equipment is located;
(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (8), (9) and (10) and the following clause (18); provided that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements thereof, accessions thereto and proceeds thereof), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (8), (9), (10) and the following clause (18) at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
(18) Liens securing Indebtedness permitted to be incurred pursuant to clauses (d), (i), (m)(1) and (p) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens securing Indebtedness permitted to be incurred pursuant to clause (p) are solely on acquired property or the assets of the acquired entity, as the case may be;
(19) deposits in the ordinary course of business to secure liability to insurance carriers;
(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies,” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred and (iii) in favor of banking institutions arising as a matter of law encumbering deposits or other funds maintained with a banking institution (including the right of setoff and other remedies);
 
85

Table of Contents
(23) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(24) other Liens securing obligations not exceed the greater of $150.0 million and 5.0% of Total Assets at any one time outstanding;
(25) (i) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case not for speculative purposes and (ii) other Liens on assets of the Company or any of its Restricted Subsidiaries securing Hedging Obligations or Treasury Management Arrangements;
(26) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;
(27) contractual Liens that arise under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreement, proceeding agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, sale water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(28) (a) Liens contained in purchase and sale agreements or lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) leases or other similar lease or licensing arrangements contained in, or entered into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements;
(29) First Purchaser Liens;
(30) Liens on the Equity Interests of any Unrestricted Subsidiary or Joint Venture which secure indebtedness or other obligations of such Unrestricted Subsidiary or Joint Venture;
(31) Liens given to a public utility or any governmental authority when required by such utility or governmental authority in connection with the operations of the Company or any Restricted Subsidiary;
(32) Liens on the assets of any Restricted Subsidiary of the Company that is not a Guarantor and which secure Indebtedness or other obligations of such Restricted Subsidiary (or of another Restricted Subsidiary that is not a Guarantor) that are permitted to be incurred under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
(33) Liens on the assets or Equity Interests of a Foreign Subsidiary securing Indebtedness permitted to be incurred under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or other obligations of such Foreign Subsidiary (or of another Foreign Subsidiary); provided that such Liens do not extend to any assets or Equity Interests other than the assets or Equity Interests of such Foreign Subsidiary or a Subsidiary of such Foreign Subsidiary; and
(34) Liens securing Bilateral Letters of Credit.
“ Permitted MLP Asset Transfer ” means any MLP Asset Transfer that complies with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”
 
86

Table of Contents
“ Permitted MLP Equity Transfer ” means any MLP Equity Transfer that complies with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”
“ Permitted MLP Transfer ” means, collectively, any Permitted MLP Asset Transfer and any Permitted MLP Equity Transfer.
“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
“ Plans” means, collectively, (i) the plan of arrangement and reorganization for SemCAMS ULC, a Nova Scotia unlimited company, dated July 24, 2009, as amended, (ii) the plan of arrangement and reorganization for SemCanada Crude Company, a Nova Scotia unlimited company, dated July 24, 2009, as amended, (iii) the consolidated plan of distribution for SemCanada Energy Company, A.E. Sharp Ltd. and CEG Energy Options, Inc., dated July 24, 2009, as amended, in each case under the Companies’ Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36, and (iv) that certain Fourth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code (including, without limitation, the Plan Supplement and all exhibits, supplements, appendices and schedules thereto).
“ Preferred Stock ” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
“ Rating Agencies ” means Moody’s and S&P or, if Moody’s or S&P or both shall not make a rating of the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for Moody’s or S&P or both, as the case may be.
“ Ratings Decline Period ” means the period that (i) begins on the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control.
“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of the Issue Date, among the Company, the Subsidiary Guarantors and the Initial Purchasers.
“ Related Business Assets ” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
“ Remaining Present Value ” means, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.
“ Reporting Default ” means an event that, with the passage of time or the giving of notice or both, would constitute an Event of Default described in clause (3) under “—Events of Default and Remedies.”
“ Restricted Investment ” means an Investment other than a Permitted Investment.
“ Restricted Subsidiary ” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
 
87

Table of Contents
“ S&P ” means Standard and Poor’s, a division of the McGraw-Hill Companies, Inc., and any successor to its rating agency business.
“ Sale and Lease-Back Transaction ” means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing.
“ SEC ” means the Securities and Exchange Commission.
“ Secured Indebtedness ” means any Indebtedness secured by a Lien.
“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“ Senior Credit Facility ” means the Credit Agreement, dated as of September 30, 2016 and amended prior to the Issue Date, among the Company, the guarantors party thereto, the lenders and other parties party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent for the lenders, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.
“ Senior Indebtedness ” means with respect to any Person:
(1) all Indebtedness of such Person, whether outstanding on the Issue Date or thereafter incurred; and
(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person, whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above;
unless, in the case of clauses (1) and (2), the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness or other Obligations are subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Person, as the case may be; provided that Senior Indebtedness shall not include:
(1) any obligation of such Person to the Company or any Subsidiary or to any joint venture in which the Company or any Restricted Subsidiary has an interest;
(2) any liability for Federal, state, local or other taxes owed or owing by such Person;
(3) any accounts payable or other liability to trade creditors in the ordinary course of business (including guarantees thereof as instruments evidencing such liabilities);
(4) any Indebtedness or other Obligation of such Person that is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or
(5) that portion of any Indebtedness that at the time of Incurrence is Incurred in violation of the Indenture.
“ Significant Subsidiary ” means any Restricted Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.
“ Similar Business ” means any business conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto (including, for the avoidance of doubt, the AMI Development Activities) and in each case reasonable extensions thereof.
 
88

Table of Contents
“Subordinated Indebtedness” means
(a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes, and
(b) with respect to any Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor that is by its terms subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor.
“ Subsidiary” means, with respect to any Person,
(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the Voting Stock is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and
(2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.
“ Subsidiary Guarantee ” means the guarantee by any Subsidiary Guarantor of the Company’s Obligations under the Indenture and the Notes.
“ Subsidiary Guarantor ” means each Restricted Subsidiary of the Company that executes the Indenture as a guarantor on the Issue Date and each other Restricted Subsidiary of the Company that thereafter guarantees the Notes pursuant to the terms of the Indenture.
“ Total Assets ” means the total amount of all assets of the Company and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of the Company; provided that, for purposes of calculating “Total Assets” for purposes of testing the covenants under the Indenture in connection with any transaction, the total consolidated assets of the Issuers and the Restricted Subsidiaries shall be adjusted to reflect any acquisitions and dispositions of assets that have occurred during the period from the date of the applicable balance sheet through the applicable date of determination but without giving effect to the transaction being tested under the Indenture.
“ Transactions ” means the issuance of the Old Notes and the use of the proceeds thereof as described in the Offering Circular, in particular as described under the section thereof entitled “Use of Proceeds.”
“ Treasury Management Arrangement ” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“ Treasury Rate ” means, as of any redemption date, the yield to maturity as of the earlier of (a) such redemption date or (b) the date on which such Notes are defeased or satisfied and discharged, of United States of America Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published (or the relevant information no longer published therein), any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 15, 2020; provided , however , that if the period from the redemption date to March 15, 2020, is less than one year, the weekly average yield on actually traded United States of America Treasury securities adjusted to a constant maturity of one year will be used.
 
89

Table of Contents
“ Trustee ” means Wilmington Trust, National Association until a successor replaces it and, thereafter, means the successor.
“ Unrestricted Subsidiary ” means
(1) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below) and
(2) any Subsidiary of an Unrestricted Subsidiary.
As of the date of the Indenture, (i) SemMexico Materials HC S. de R.L. de C.V., (ii) White Cliffs Pipeline, L.L.C., (iii) Maurepas Holdings, LLC, and (iv) each of the Subsidiaries of the foregoing have been designated as Unrestricted Subsidiaries. If at any time Glass Mountain Holdings, LLC, becomes a “Subsidiary” under the Indenture, it will become an Unrestricted Subsidiary without compliance with any test in the paragraphs below. The Company may, after the Issue Date, designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided that
(a) except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” such Subsidiary has no Indebtedness other than Non-Recourse Debt,
(b) any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, and
(c) such designation complies with the covenant described under “Certain Covenants—Limitation on Restricted Payments.”
The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either
(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or
(2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.
Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of any applicable Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.
“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person (or, if such Person is a limited partnership, such Person or its general partner, as applicable) that is at the time entitled to vote in the election of the Board of Directors of such Person (or, if such Person is a limited partnership, its general partner).
“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing
(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by
 
90

Table of Contents
(2) the sum of all such payments.
“ Wholly-Owned Subsidiary ” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.
“ Working Capital Borrowings ” means borrowings used solely for working capital purposes or to pay distributions to shareholders to the extent permitted pursuant to the covenant described under “Certain Covenants—Limitation on Restricted Payments;” provided that when such borrowings are incurred it is the intent of the Company to repay such borrowings within 12 months other than from additional Working Capital Borrowings.
 
91

Table of Contents
 BOOK-ENTRY; DELIVERY AND FORM
Global Notes
The New Notes, like the Old Notes, will be issued in the form of one or more fully registered notes in global form, without interest coupons. The New Notes will be deposited with the Trustee, as custodian for The Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee of DTC.
Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:
 
 	•	 	on deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global notes to the accounts of the DTC participants that have tendered the Old Notes to the account designated by the exchange agent; and	
 
 	•	 	ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global notes).	
Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.
Book-Entry Procedures for the Global Notes
All interests in the global notes will be subject to the operations and procedures of DTC, including its participants, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”). We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time.
 
 	•	 	Neither we nor the Trustee is responsible for those operations or procedures.	
 
 	•	 	DTC has advised us that it is:	
 
 	•	 	a limited purpose trust company organized under the laws of the State of New York;	
 
 	•	 	a “banking organization” within the meaning of the New York State Banking Law;	
 
 	•	 	a member of the Federal Reserve System;	
 
 	•	 	a “clearing corporation” within the meaning of the Uniform Commercial Code; and	
 
 	•	 	a “clearing agency” registered under Section 17A of the Exchange Act.	
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, banks and trust companies, clearing corporations, and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers, and trust companies. These indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.
So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the Notes represented by that global note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global note:
 
 	•	 	will not be entitled to have Notes represented by the global note registered in their names;	
 
92

Table of Contents

 	•	 	will not receive or be entitled to receive physical, certificated Notes; and	
 
 	•	 	will not be considered the owners or holders of the Notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction, or approval to the Trustee.	
As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of Notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).
Payments of principal, premium (if any), and interest with respect to the New Notes represented by a global note will be made by the Trustee to DTC’s nominee, as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising, or reviewing any records of DTC relating to those interests.
Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.
Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.
Cross market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.
DTC, Euroclear, and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear, or Clearstream, or their participants or indirect participants, of their obligations under the rules and procedures governing their operations.
 
93

Table of Contents
Certificated Notes
New Notes in physical, certificated form (“Certificated Securities”) will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:
 
 	•	 	DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;	
 
 	•	 	DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;	
 
 	•	 	there shall have occurred and be continuing an event of default with respect to the Notes under the Indenture and DTC shall have requested the issuance of Certificated Securities; or	
 
 	•	 	we, at our option notify the Trustee that we elect to cause the issuance of certificated Notes.	
 
94

Table of Contents
 PLAN OF DISTRIBUTION
You may transfer New Notes issued under the exchange offer in exchange for the Old Notes if:
 
 	•	 	you acquire the New Notes in the ordinary course of your business;	
 
 	•	 	you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act; and	
 
 	•	 	you are not our “affiliate” (within the meaning of Rule 405 under the Securities Act).	
Each broker-dealer that receives New Notes for its own account under the exchange offer in exchange for Old Notes that were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired as a result of market-making activities or other trading activities.
If you wish to exchange New Notes for your Old Notes in the exchange offer, you will be required to make representations to us as described in “Exchange Offer—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering—Your Representations to Us” in this prospectus and in the letter of transmittal. In addition, if you are a broker-dealer who receives New Notes for your own account in exchange for Old Notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale by you of those New Notes.
We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in any of the following ways:
 
 	•	 	in the over-the-counter market;	
 
 	•	 	in negotiated transactions;	
 
 	•	 	through the writing of options on the New Notes or a combination of these methods of resale;	
 
 	•	 	at market prices prevailing at the time of resale;	
 
 	•	 	at prices related to the prevailing market prices; or	
 
 	•	 	at negotiated prices.	
Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes.
Any broker-dealer that resells New Notes that were received by it for its own account under the exchange offer in exchange for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities may be deemed to be an “underwriter” within the meaning of the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We agreed to permit the use of this prospectus for a period of up to 180 days after the expiration date of the exchange offer to satisfy this prospectus delivery requirement. Furthermore, we agreed to amend or supplement this prospectus during that period if so requested in order to expedite or facilitate the disposition of any New Notes by broker-dealers.
We have agreed to pay all expenses incident to the exchange offer other than fees and expenses of counsel to the holders and brokerage commissions and transfer taxes, if any, and will indemnify the holders of the Old Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
 
95

Table of Contents
 MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES
The following discussion is a summary of the material federal income tax considerations relevant to the exchange of Old Notes for New Notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a holder of New Notes. Some holders, including financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, dealers in securities or currencies, persons whose functional currency is not the U.S. dollar, or persons who hold the Notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction may be subject to special rules not discussed below. We recommend that each holder consult his own tax advisor as to the particular tax consequences of exchanging that holder’s Old Notes for New Notes, including the applicability and effect of any foreign, state, local or other tax laws or estate or gift tax considerations.
We believe that the exchange of Old Notes for New Notes will not be an exchange or otherwise a taxable event to a holder for United States federal income tax purposes. Accordingly, a holder will not recognize gain or loss on receipt of a New Note in exchange for an Old Note in the exchange, and the holder’s basis and holding period in the New Note will be the same as its basis and holding period in the corresponding Old Note immediately before the exchange.
 LEGAL MATTERS
The validity of the New Notes offered in this exchange offer will be passed on for us by Conner & Winters, LLP, Tulsa, Oklahoma. As of the date of this prospectus, attorneys at Conner & Winters, LLP owned 59,127 shares of the Company’s Class A Common Stock.
 EXPERTS
The consolidated financial statements of SemGroup Corporation as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016 incorporated by reference in this prospectus have been so incorporated in reliance upon the reports of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
The financial statements of White Cliffs Pipeline, L.L.C. as of December 31, 2016, and 2015 and for each of the three years in the period ended December 31, 2016 incorporated by reference in this prospectus have been so incorporated in reliance upon the report of BDO USA, LLP, an independent auditor, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Buffalo Parent Gulf Coast Terminals LLC as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016 incorporated by reference in this prospectus have been so incorporated in reliance upon the report of BDO USA, LLP, an independent auditor, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street,
 
96

Table of Contents
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our SEC filings are available on the SEC’s website at www.sec.gov .
We also make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Our website is located at www.semgroupcorp.com . Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.
This prospectus is one part of a registration statement filed on Form S-4 (together with all amendments, supplements, schedules and exhibits to the registration statement, referred to as the registration statement) with the SEC under the Securities Act. This prospectus does not contain all of the information described in the registration statement and the exhibits and schedules to the registration statement. For further information concerning us and the Notes and the related guarantees, you should read the entire registration statement and the documents incorporated by reference into this prospectus. The registration statement has been filed electronically and may be obtained in any manner listed above. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of the document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each statement is qualified in its entirety by the documents incorporated by reference.
The SEC allows us to “incorporate by reference” the information we have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to other documents filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is an important part of this prospectus. Information that we later file with the SEC will automatically update information previously filed with the SEC, and may replace information in this prospectus and information previously filed with the SEC.
We incorporate by reference the documents listed below that we previously filed with the SEC and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, as described further below, any filings or portions of any filings that are furnished rather than filed under applicable SEC rules) until the termination of the offering made under this prospectus:
 
 	•	 	our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on February 24, 2017;	
 
 	•	 	our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2017, filed on May 5, 2017, for the quarterly period ended June 30, 2017, filed on August 7, 2017, and for the quarterly period ended September 30, 2017, filed on November 9, 2017; and	
 
 	•	 	our Current Reports on Form 8-K filed with the SEC on March 1, 2017 (two filings), March 8, 2017, March 9, 2017, March 21, 2017, March 23, 2017, May 18, 2017, June 6, 2017, June 21, 2017, July 17, 2017, September 12, 2017, September 18, 2017, September 21, 2017 and January 8, 2018 and our current Report on Form 8-K/A filed with the SEC on August 31, 2017.	
In addition, any filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the registration statement and before the effectiveness of the registration statement will be incorporated by reference in this prospectus. Notwithstanding the foregoing, nothing in this prospectus shall be deemed to incorporate information furnished to, but not filed with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit).
 
97

Table of Contents
We will provide at no cost to you, a copy of the reports and any or all of the information that has been incorporated by reference but not delivered with this prospectus or any supplement. Please direct your oral or written request to:
SemGroup Corporation
Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, Oklahoma 74136-4231
Attention: Investor Relations
(918) 524-8100
 
98

Table of Contents
 ANNEX A:
LETTER OF TRANSMITTAL
TO TENDER
OLD 6.375% SENIOR NOTES DUE 2025
OF
SEMGROUP CORPORATION
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS
DATED                 , 2018
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON                 , 2018 (THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE ISSUER.
The Exchange Agent for the Exchange Offer is:
Wilmington Trust, National Association
c/o Wilmington Trust Company
Corporate Capital Markets
Rodney Square North
1100 N Market Street
Wilmington, DE 19890-1626
Fax: (302) 636-4139
Ph: (302) 636-6181
If you wish to exchange your issued and outstanding 6.375% Senior Notes due 2025 (“Old Notes”) for an equal aggregate principal amount of newly issued 6.375% Senior Notes due 2025 (“New Notes”) with materially identical terms that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), under the exchange offer, you must validly tender (and not withdraw) your Old Notes to the Exchange Agent before the Expiration Date.
We refer you to the Prospectus, dated                 , 2018 (the “Prospectus”), of SemGroup Corporation (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuer’s offer (the “Exchange Offer”) to exchange the Old Notes for a like aggregate principal amount of New Notes. Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.
The Issuer reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Issuer shall notify the Exchange Agent and each registered holder of the Old Notes of any extension by oral (promptly followed in writing) or written notice before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
This Letter of Transmittal is to be used by holders of the Old Notes. Tender of Old Notes is to be made according to the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”) under the procedures set forth in the Prospectus under the caption “Exchange Offer—Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer generated message known as an “agent’s message” to the Exchange Agent for its acceptance. For you to validly tender your Old Notes in the Exchange Offer the Exchange Agent must receive, before the Expiration Date, an agent’s message under the ATOP procedures that confirms that:
 
 	•	 	DTC has received your instructions to tender your Old Notes; and	
 
 	•	 	you agree to be bound by the terms of this Letter of Transmittal.	
 
A-1

Table of Contents
BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
1. By tendering Old Notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.
2. By tendering Old Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Old Notes described above and will, on request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the tender of Old Notes.
3. You understand that the tender of the Old Notes under all of the procedures set forth in the Prospectus will constitute an agreement between you and the Issuer as to the terms and conditions set forth in the Prospectus.
4. By tendering Old Notes in the Exchange Offer, you acknowledge that the Exchange Offer is being made in reliance on interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993), that the New Notes issued in exchange for the Old Notes under the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act (other than a broker-dealer who purchased Old Notes exchanged for the New Notes directly from the Issuer to resell under Rule 144A or any other available exemption under the Securities Act and any such holder that is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act), provided that the New Notes are acquired in the ordinary course of the holders’ business and the holders are not participating in, and have no arrangement with any other person to participate in, the distribution of the New Notes.
5. By tendering Old Notes in the Exchange Offer, you hereby represent and warrant that:
(a) the New Notes acquired under the Exchange Offer are being obtained in the ordinary course of your business, whether or not you are the holder;
(b) you are not engaging and do not intend to engage in the distribution of Old Notes or New Notes within the meaning of the Securities Act;
(c) you have no arrangement or understanding with any person to participate in the distribution of Old Notes or New Notes within the meaning of the Securities Act;
(d) you are not an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company; and
(e) if you are a broker-dealer, that you will receive the New Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities and that you acknowledge that you will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) in connection with any resale of those New Notes.
You may, if you are unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Old Notes registered in the shelf registration statement described in the Registration Rights Agreement, dated as of
 
A-2

Table of Contents
March 15, 2017 (the “Registration Rights Agreement”), by and among the Issuer, the Guarantors (as defined therein), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein). Such election may be made by notifying the Issuer in writing at Two Warren Place, 6120 S. Yale Avenue, Suite 1500, Tulsa, OK 74136-4231, Attention: General Counsel. By making such election, you agree, as a holder of Old Notes participating in a shelf registration, to indemnify and hold harmless the Issuer, each of the directors of the Issuer, each of the officers of the Issuer who signs such shelf registration statement, each person who controls the Issuer within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended, and each other holder of Old Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to you furnished in writing by or on behalf of you expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.
6. If you are a broker-dealer that will receive New Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge by tendering Old Notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of those New Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.
7. If you are a broker-dealer and Old Notes held for your own account were not acquired as a result of market-making or other trading activities, those Old Notes cannot be exchanged under the Exchange Offer.
8. Any of your obligations hereunder shall be binding on your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives.
 
A-3

Table of Contents
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Book-Entry Confirmations.
Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Old Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as Agent’s Message and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before 5:00 p.m., New York City time, on the Expiration Date.
2. Partial Tenders.
Tenders of Old Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old Notes not tendered and New Notes issued in exchange for any Old Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Old Notes are accepted for exchange.
3. Validity of Tenders.
All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Old Notes will be determined by the Issuer, in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Old Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the instructions on the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Issuers shall determine. Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give a notification. Tenders of Old Notes will not be deemed to have been made until defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in the Letter of Transmittal, promptly following the Expiration Date.
4. Waiver of Conditions.
The Issuer reserves the absolute right to waive, in whole or part, up to the expiration of the Exchange Offer, any of the conditions to the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal.
5. No Conditional Tender.
No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.
6. Request for Assistance or Additional Copies.
Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
 
A-4

Table of Contents
7. Withdrawal.
Tenders may be withdrawn only under the limited withdrawal rights set forth in the Prospectus under the caption “Exchange Offer—Withdrawal of Tenders.”
8. No Guarantee of Late Delivery.
There is no procedure for guarantee of late delivery in the Exchange Offer.
IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.
 
A-5

Table of Contents

 

SemGroup Corporation

 

Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20.	Indemnification of Directors and Officers.	
SemGroup Corporation and Rose Rock Finance Corporation
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants us the authority to indemnify each of our directors and officers against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by a director or officer that is made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal or otherwise), by reason of the fact that such director or officer is or was a director, officer, employee or agent of ours or by reason of the fact that such director or officer, at our request, is or was serving at any other corporation or other entity, in any capacity, if such director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, that in the case of an action, suit or proceeding against a director or officer that is brought by us or in our right, we may indemnify such director or officer only in respect of expenses (including attorneys’ fees) actually and reasonably incurred by such director or officer; provided further, that no such indemnity for expenses may be made with respect to any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to us unless, and only to the extent that, either the Delaware Court of Chancery or the court in which the action, suit or proceeding against such director or officer was brought shall determine upon application that, despite the adjudication of liability to us but in view of all the circumstances of the case, such director or officer is nevertheless fairly and reasonably entitled to indemnity from us for such expenses in an amount deemed proper by such court.
Unless ordered by a court, the determination of whether a then sitting director or officer has met the applicable standard for indemnity, i.e., that the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by our stockholders.
Section 145 of the DGCL also authorizes us to advance expenses (including attorneys’ fees) incurred by a director or officer in defending any action, suit or proceeding against the director or officer prior to a determination of whether the director or officer is actually entitled to indemnity and to purchase insurance for the benefit of a director or officer against any liability that may be incurred by reason of the fact that the insured was or is a director or officer, regardless of whether the liability insured could have legally been indemnified by us.
Pursuant to the authority granted us by Section 145 of the DGCL, we have provided in the amended and restated certificate of incorporation and amended and restated bylaws of SemGroup Corporation for the indemnification of and advancement of expenses to our directors to the fullest extent authorized or permitted by law as from time to time in effect; provided, however, we are required to indemnify, or advance expenses to, any such director in connection with an action, suit, claim or proceeding initiated by such director only if the initiation of such action, suit, claim or proceeding has been authorized or ratified by our Board of Directors. Our amended and restated bylaws provide that we may, to the extent authorized by our Board of Directors, grant rights of indemnification and the advancement of expenses (including attorney’s fees) to our officers. Our Board of Directors has authorized indemnification of, and advancement of expenses to, our officers serving as such on or after December 1, 2009. The rights authorized by our Board of Directors for the indemnification of, and advancement of expenses to, our officers serving as such on or after December 1, 2009 are the same rights that have been afforded our directors pursuant to our amended and restated certificate of incorporation and amended and restated bylaws.
 
II-1

Table of Contents
Pursuant to the authority granted to us by Section 145 of the DGCL, we have provided in the certificate of incorporation and bylaws for Rose Rock Finance Corporation for the indemnification of and advancement of expenses to our directors and officers to the fullest extent authorized or permitted by law as from time to time in effect.
The employment agreement among us, SemManagement, L.L.C., Rose Rock Midstream GP, LLC and Carlin G. Conner, our President and Chief Executive Officer, provides Mr. Conner with indemnification and advancement of expenses (including attorney’s fees) to the maximum extent permitted by the amended and restated certificate of incorporation and amended and restated bylaws of SemGroup Corporation, including, if applicable, any directors and officers insurance policies, provided such indemnification shall be on terms no less favorable than provided to any of our other executive officers or directors. Pursuant to the employment agreement, we have also agreed to maintain commercially reasonable directors’ and officers’ insurance covering Mr. Conner in such amount and pursuant to such terms as is typical and customary for companies of similar size and nature to us.
We have also purchased a policy of insurance for the benefit of our directors and officers that provides standard liability coverage.
As permitted by Section 102 of the DGCL, the amended and restated certificate of incorporation for SemGroup Corporation and the certificate of incorporation for Rose Rock Finance Corporation provide that each of our directors shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, that a director shall be liable for any breach of such director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for liability under Section 174 of the DGCL (involving certain unlawful dividends or stock repurchases), or for any transaction from which such director derived an improper personal benefit.
Delaware Limited Partnership
Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
Rose Rock Midstream Crude, L.P.
The first amended and restated agreement of limited partnership of Rose Rock Midstream Crude, L.P. provides that to the fullest extent provided by law, the general partner and its members, managers, partners, officers, directors, agents and employees (collectively, “Covered Persons”), shall be indemnified and held harmless from any and all costs, losses, damages and liabilities arising from any and all claims, demands, actions, suits or proceedings in which such person may be involved; provided that a Covered Person shall not be entitled to indemnification if the Covered Person’s acts, omissions or alleged acts or omissions were made in bad faith or constituted gross negligence, willful misconduct or fraud.
Delaware Limited Liability Companies
Subject to any terms, conditions or restrictions set forth in the limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Rose Rock Midstream Operating, LLC and SemCrude Pipeline, L.L.C.
The limited liability company agreement of Rose Rock Midstream Operating, LLC and the amended and restated operating agreement of SemCrude Pipeline, L.L.C. each provide that to the fullest extent provided by
 
II-2

Table of Contents
law, each director, member, officer or authorized representative of the respective company (collectively, “Covered Persons”), shall be indemnified and held harmless from any and all losses, claims, damages, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in which such person may be involved, including any actions by or in the right of the respective company; provided that a Covered Person shall not be entitled to indemnification if a court of competent jurisdiction shall have determined in a final, non-appealable judgment that such losses resulted primarily from the Covered Person’s gross negligence or willful misconduct.
The limited liability company agreement of Rose Rock Midstream Operating, LLC and the amended and restated operating agreement of SemCrude Pipeline, L.L.C. each also provide that such companies may advance any expenses incurred by a Covered Person as a result of any demand, action, suit or proceeding provided that the legal action related to the performance of duties or services by the Covered Person on behalf of the respective company and the Covered Person provides a written undertaking to repay such advances in the event that the Covered Person is determined not to be entitled to indemnification.
The limited liability company agreement and the amended and restated operating agreement further provide that no director shall be liable to Rose Rock Midstream Operating, LLC or SemCrude Pipeline, L.L.C. for any act or omission based upon errors of judgment or other fault if such director’s conduct shall not have constituted gross negligence or willful misconduct.
Rose Rock Midstream Energy GP, LLC and Rose Rock Midstream Field Services, LLC
The limited liability company agreements of Rose Rock Midstream Energy GP, LLC and Rose Rock Midstream Field Services, LLC each provide that to the fullest extent provided by law, each member, affiliate of any member, or officer of the respective company, and any member, partner, director, officer, fiduciary or trustee of any of the foregoing (collectively, “Covered Persons”), shall be indemnified and held harmless from any and all losses, claims, damages, liabilities, expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings in which such Covered Person may be involved; provided that the Covered Person shall not be entitled to indemnification if a court of competent jurisdiction shall have determined in a final, non-appealable judgment that the Covered Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Covered Person’s conduct was unlawful.
The limited liability company agreements of Rose Rock Midstream Operating, LLC and Rose Rock Midstream Field Services, LLC also provide that to the fullest extent permitted by law, the respective companies shall advance expenses incurred by a Covered Person in defending any demand, action, suit or proceeding upon receipt of a written undertaking by or on behalf of the Covered Person to repay such advances if it shall be determined that the Covered Person is not entitled to be indemnified.
SemGroup Europe Holding, L.L.C. and SemDevelopment, L.L.C.
The operating agreement of SemGroup Europe Holding, L.L.C. and the limited liability company agreement of SemDevelopment, L.L.C. each provide that a member, officer, member of the management committee, or the legal representative or manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a member (collectively, “Covered Persons”), shall be indemnified against judgments, penalties, fines, settlements and reasonable costs and expenses actually incurred by such Covered Person if such Covered Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the respective company and, with respect to any criminal proceeding, had no reason to believe his conduct was unlawful.
The operating agreement of SemGroup Europe Holding, L.L.C. and limited liability company agreement of SemDevelopment, L.L.C. also provide that a Covered Person shall have the right to be paid or reimbursed for
 
II-3

Table of Contents
reasonable expenses incurred in advance of the final disposition of the proceeding; provided that the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon delivery of a written affirmation by such Covered Person of his good faith belief that he has met the standard of conduct necessary for indemnification under the respective operating agreement or limited liability company agreement and a written undertaking, by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined that such Covered Person is not entitled to indemnification under the operating agreement or limited liability company agreement or otherwise.
Oklahoma Limited Partnerships
Section 500-406A(c) of the Oklahoma Uniform Limited Partnership Act of 2010 provides that a limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. The Oklahoma Uniform Limited Partnership Act of 2010 does not address a limited partnership’s obligation or power to indemnify individuals or entities other than the general partner.
SemMaterials, L.P.
The first amended and restated agreement of limited partnership of SemMaterials, L.P. provides that to the fullest extent provided by law, the general partner and its members, managers, partners, officers, directors, agents and employees (collectively, “Covered Persons”), shall be indemnified and held harmless from any and all costs, losses, damages and liabilities arising from any and all claims, demands, actions, suits or proceedings in which such person may be involved; provided that a Covered Person shall not be entitled to indemnification if the Covered Person’s acts, omissions or alleged acts or omissions were made in bad faith or constituted gross negligence or reckless misconduct, intentional misconduct or a knowing violation of law.
SemGas, L.P.
The certificate of limited partnership and agreement of limited partnership for SemGas, L.P. does not address indemnification.
Oklahoma Limited Liability Companies
Section 2003 of the Oklahoma Limited Liability Company Act provides that an Oklahoma limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement. Section 2017 of the Oklahoma Limited Liability Company Act provides that the articles of organization or operating agreement of an Oklahoma limited liability company may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any fiduciary duty, and provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in any proceeding because the person is or was a member or manager, except that any such provisions may not limit or eliminate the liability of a manager for:
 
 	•	 	any breach of the manager’s duty of loyalty to the limited liability company or its members;	
 
 	•	 	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or	
 
 	•	 	any transaction from which the manager derived an improper personal benefit.	
SemOperating G.P., L.L.C. and SemMexico, L.L.C.
The operating agreements of SemOperating G.P., L.L.C. and SemMexico, L.L.C. each provide that a member or officer, or the legal representative or manager, director, officer, partner, venturer, proprietor, trustee,
 
II-4

Table of Contents
employee, agent or similar functionary of a member or officer (collectively, “Covered Persons”), shall be indemnified against judgments, penalties, fines, settlements and reasonable costs and expenses actually incurred by such Covered Person if such Covered Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the respective company and, with respect to any criminal proceeding, had no reason to believe his conduct was unlawful.
The operating agreements of SemOperating G.P., L.L.C. and SemMexico, L.L.C. also provide that a Covered Person shall have the right to be paid or reimbursed for reasonable expenses incurred in advance of the final disposition of the proceeding; provided that the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon delivery of a written affirmation by such Covered Person of his good faith belief that he has met the standard of conduct necessary for indemnification under the respective operating agreement and a written undertaking, by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined that such Covered Person is not entitled to indemnification under the operating agreement or otherwise.
Mid-America Midstream Gas Services, L.L.C.
The operating agreement of Mid-America Midstream Gas Services, L.L.C. provides that a member, any affiliate of a member and any officers or authorized representatives of Mid-America Midstream Gas Services, L.L.C. (collectively, “Covered Persons”), shall be indemnified and held harmless from and against any and all losses, claims, damages, liabilities, expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings in which the Covered Person may be involved; provided, that the Covered Person shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, the Covered Person breached the duty of loyalty to Mid-America Midstream Gas Services, L.L.C., derived an improper personal benefit or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Covered Person’s conduct was unlawful.
The operating agreement of Mid-America Midstream Gas Services, L.L.C. further provides that to the fullest extent permitted by law, expenses incurred by a Covered Person shall be advanced by Mid-America Midstream Gas Services, L.L.C. prior to a determination that the Covered Person is not entitled to be indemnified upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified.
Wattenberg Holding, LLC and Glass Mountain Holding, LLC
The operating agreements of Wattenberg Holding, LLC and Glass Mountain Holding, LLC provide that members and managers of each company shall be indemnified against all liabilities incurred for acts or omissions on behalf of each respective company that do not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, knowing violations of the law or a transaction from which the member or manager knowingly derived an improper benefit.
The operating agreements of Wattenberg Holding, LLC and Glass Mountain Holding, LLC further provide that no member or manager shall be liable in damages to the member or the respective company for any acts or omissions if such conduct does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, knowing violation of law, or a transaction from which he or she derived an improper personal benefit.
 
II-5

Table of Contents

Item 21.	Exhibits and Financial Statement Schedules.	
 
 	(a)	The following is a list of all exhibits filed as a part of this Registration Statement on Form S-4, including those incorporated by reference herein.	

Exhibit
Number	  	Description	
		
  3.1	  	Amended and Restated Certificate of Incorporation, dated as of November  30, 2009, as amended, of SemGroup Corporation (filed as Exhibit 3 to our quarterly report on Form 10-Q for the quarter ended June 30, 2017, filed August  7, 2017, and incorporated herein by reference).	
		
  3.2	  	Amended and Restated Bylaws, dated as of November  3, 2017, of SemGroup Corporation (filed as Exhibit 3 to our quarterly report on Form 10-Q for the quarter ended September 30, 2017, filed November 9, 2017, and incorporated herein by reference).	
		
  3.3	  	Certificate of Incorporation of Rose Rock Finance Corporation (filed as Exhibit 4.6 to Rose Rock Midstream, L.P.’s registration statement on Form S-3 (File No. 333-188635), filed May 15, 2013, and incorporated herein by reference).	
		
  3.4	  	Bylaws of Rose Rock Finance Corporation (filed as Exhibit 4.7 to Rose Rock Midstream, L.P.’s registration statement on Form S-3 (File No. 333-188635), filed May 15, 2013, and incorporated herein by reference).	
		
  3.5*	  	Certificate of Formation of Rose Rock Midstream Operating, LLC.	
		
  3.6*	  	Limited Liability Company Agreement of Rose Rock Midstream Operating, LLC, as amended.	
		
  3.7*	  	Certificate of Formation of Rose Rock Midstream Energy GP, LLC.	
		
  3.8*	  	Limited Liability Company Agreement of Rose Rock Midstream Energy GP, LLC, as amended.	
		
  3.9*	  	Second Amended and Restated Certificate of Limited Partnership of Rose Rock Midstream Crude, L.P.	
		
  3.10*	  	First Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream Crude, L.P..	
		
  3.11*	  	Certificate of Formation of Rose Rock Midstream Field Services, LLC.	
		
  3.12*	  	Limited Liability Company Agreement of Rose Rock Midstream Field Services, LLC.	
		
  3.13*	  	Certificate of Limited Partnership of SemGas, L.P., as amended.	
		
  3.14*	  	First Amended and Restated Agreement of Limited Partnership of SemGas, L.P.	
		
  3.15*	  	Corrected Certificate of Formation of SemGroup Europe Holding, L.L.C.	
		
  3.16*	  	Operating Agreement of SemGroup Europe Holding, L.L.C., as amended.	
		
  3.17*	  	Articles of Organization of SemOperating G.P., LLC., as amended.	
		
  3.18*	  	Operating Agreement of SemOperating G.P., L.L.C., as amended.	
		
  3.19*	  	Articles of Organization of SemMexico, L.L.C., as amended.	
		
  3.20*	  	Operating Agreement of SemMexico, L.L.C., as amended.	
		
  3.21*	  	Certificate of Formation of SemDevelopment, L.L.C.	
		
  3.22*	  	First Amended and Restated Limited Liability Company Agreement of SemDevelopment, L.L.C.	
		
  3.23*	  	Restated Articles of Organization of Mid-America Midstream Gas Services, L.L.C., as amended.	
		
  3.24*	  	Amended and Restated Operating Agreement of Mid-America Midstream Gas Services, L.L.C.	
 
II-6

Table of Contents

		
  3.25*	  	Certificate of Formation of SemCrude Pipeline, L.L.C.	
		
  3.26*	  	Amended and Restated Operating Agreement of SemCrude Pipeline, L.L.C.	
		
  3.27*	  	Articles of Organization of Wattenberg Holding, LLC.	
		
  3.28*	  	Operating Agreement of Wattenberg Holding, LLC.	
		
  3.29*	  	Articles of Organization of Glass Mountain Holding, LLC.	
		
  3.30*	  	Amended and Restated Operating Agreement of Glass Mountain Holding, LLC.	
		
  3.31*	  	Certificate of Limited Partnership of SemMaterials, L.P., as amended.	
		
  3.32*	  	First Amended and Restated Agreement of Limited Partnership of SemMaterials, L.P.	
		
  4.1	  	Indenture (and form of 6.375% Senior Note due 2025 attached as Exhibit 1 thereto), dated as of March  15, 2017, by and among SemGroup Corporation, certain of its wholly-owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our current report on Form 8-K dated March 15, 2017, filed March 21, 2017, and incorporated herein by reference).	
		
  4.2	  	Registration Rights Agreement, dated as of March  15, 2017, by and among SemGroup Corporation, certain of its wholly-owned subsidiaries and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein) (filed as Exhibit 4.2 to our current report on Form 8-K dated March 15, 2017, filed March 21, 2017, and incorporated herein by reference).	
		
  4.3	  	Amended and Restated Bond Indenture, dated as of August  19, 2014, between Harris County Industrial Development Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $75  million Series 2010 Marine Terminal Revenue Bonds (filed as Exhibit 4.1 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.4	  	Amended and Restated Bond Indenture, dated as of August  19, 2014, between Harris County Industrial Development Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $50  million Series 2011 Marine Terminal Revenue Bonds (filed as Exhibit 4.2 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.5	  	Amended and Restated Bond Indenture, dated as of August  19, 2014, between Harris County Industrial Development Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $100  million Series 2012 Marine Terminal Revenue Bonds (filed as Exhibit 4.3 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.6	  	Continuing Covenant Agreement, dated as of August  19, 2014, between HFOTCO LLC, as obligor, Buffalo Gulf Coast Terminals LLC, as the parent, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto (filed as Exhibit 4.4 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.7	  	Consent and Amendment to Continuing Covenant Agreement dated as of June  5, 2017, between HFOTCO, as obligor, Buffalo Gulf Coast Terminals LLC, as the parent, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto (filed as Exhibit 4.5 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.8	  	Loan Agreement, dated as of November  1, 2010, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $75  million Series 2010 Marine Terminal Revenue Bonds (filed as Exhibit 4.6 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
 
II-7

Table of Contents

		
  4.9	  	Loan Agreement, dated as of December  1, 2011, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $50  million Series 2011 Marine Terminal Revenue Bonds (filed as Exhibit 4.7 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.10	  	Loan Agreement, dated as of October  1, 2012, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $100  million Series 2012 Marine Terminal Revenue Bonds (filed as Exhibit 4.8 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.11	  	First Amendment to Loan Agreement, dated as of August  19, 2014, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $75  million Series 2010 Marine Terminal Revenue Bonds (filed as Exhibit 4.9 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.12	  	First Amendment to Loan Agreement, dated as of August  19, 2014, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $50  million Series 2011 Marine Terminal Revenue Bonds (filed as Exhibit 4.10 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.13	  	First Amendment to Loan Agreement, dated as of August  19, 2014, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $100  million Series 2012 Marine Terminal Revenue Bonds (filed as Exhibit 4.11 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.14	  	Registration Rights Agreement by and among SemGroup Corporation, Buffalo Investor I, LP and Buffalo Investor II, LP dated as of July  17, 2017 (filed as Exhibit 10.1 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).	
		
  4.15	  	Indenture (and form of 7.25% Senior Note due 2026 attached as Exhibit 1 thereto), dated as of September  20, 2017, by and among SemGroup Corporation, certain of its wholly owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our current report on Form 8-K dated September 20, 2017, filed September 21, 2017, and incorporated herein by reference). 	
		
  4.16	  	Registration Rights Agreement, dated as of September  20, 2017, by and among SemGroup Corporation, certain of its wholly owned subsidiaries and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein) (filed as Exhibit 4.2 to our current report on Form 8-K dated September 20, 2017, filed September 21, 2017, and incorporated herein by reference).	
		
  4.17	  	Indenture (and form of 5.625% Senior Note due 2022 attached as Exhibit A thereto), dated as of July  2, 2014, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated June 27, 2014, filed July 2, 2014, and incorporated herein by reference).	
		
  4.18	  	Indenture (and form of 5.625% Senior Note due 2023 attached as Exhibit A thereto), dated as of May  14, 2015, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated May 14, 2015, filed May 18, 2015, and incorporated herein by reference).	
 
II-8

Table of Contents

		
  4.19	  	Second Supplemental Indenture dated as of September  30, 2016, by and among SemGroup Corporation, the subsidiaries of SemGroup Corporation named therein as “Guarantors,” the subsidiaries of SemGroup Corporation named therein as “Guaranteeing Subsidiaries” and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.2 to our current report on Form 8-K dated September 30, 2016, filed September 30, 2016, and incorporated herein by reference).	
		
   4.20	  	First Supplemental Indenture dated as of September  30, 2016, by and among SemGroup Corporation, the subsidiaries of SemGroup Corporation named therein as “Guarantors,” the subsidiaries of SemGroup Corporation named therein as “Guaranteeing Subsidiaries” and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.3 to our current report on Form 8-K dated September 30, 2016, filed September 30, 2016, and incorporated herein by reference).	
		
5*	  	Opinion of Conner & Winters, LLP.	
		
12.1*	  	Computation of Ratio of Earnings to Fixed Charges.	
		
23.1*	  	Consent of BDO USA, LLP.	
		
23.2*	  	Consent of BDO USA, LLP.	
		
23.3*	  	Consent of BDO USA, LLP.	
		
23.4*	  	Consent of Conner & Winters, LLP (included in Exhibit 5).	
		
24.1*	  	Powers of Attorney (included on the signature pages to this registration statement).	
		
25.1*	  	Statement of Eligibility on Form T-1 of Wilmington Trust, National Association.	

 	*	Included herewith.	
 	(b)	Schedules are omitted because they either are not required or are not applicable or because equivalent information has been included in the financial statements, the notes thereto or elsewhere herein.	
 
Item 22.	Undertakings.	
Each registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
 	(a)	to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;	
 
 	(b)	to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and	
 
 	(c)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.	
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
II-9

Table of Contents
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of such registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 	(a)	any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;	
 
 	(b)	any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;	
 
 	(c)	the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and	
 
 	(d)	any other communication that is an offer in the offering made by such registrant to the purchaser.	
That, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
 
II-10

Table of Contents
To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
II-11

Table of Contents
 SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMGROUP CORPORATION	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief
    Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Director, President and Chief Executive Officer (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director	 	January 8, 2018	
			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director	 	January 8, 2018	
 
II-12

Table of Contents

			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director	 	January 8, 2018	
 
II-13

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

ROSE ROCK FINANCE CORPORATION	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President, Chief Executive Officer and Director (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President and Director	 	January 8, 2018	
 
II-14

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

ROSE ROCK MIDSTREAM OPERATING, LLC	
		
By:	 	/s/  Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President, Chief Executive Officer and Director (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President and Director	 	January 8, 2018	
 
II-15

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

ROSE ROCK MIDSTREAM ENERGY GP, LLC	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief
    Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President and Chief Executive Officer of the registrant and Director of Rose Rock Midstream Operating, LLC, the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of the registrant and Director of Rose Rock Midstream Operating, LLC, the sole member of the registrant (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer of the registrant (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President of the registrant and Director of Rose Rock Midstream Operating, LLC, the sole member of the registrant	 	January 8, 2018	
 
II-16

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

ROSE ROCK MIDSTREAM CRUDE, L.P.	
		
By:	 	Rose Rock Midstream Energy GP, LLC, its general partner	
			
	 	B Y :	 	/s/ Robert N. Fitzgerald	
	 		 	    Robert N. Fitzgerald	
	 		 	    Senior Vice President and Chief
    Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President and Chief Executive Officer of Rose Rock Midstream Energy GP, LLC, the general partner of the registrant, and Director of Rose Rock Midstream Operating, LLC, the sole member of the general partner of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of Rose Rock Midstream Energy GP, LLC, the general partner of the registrant, and Director of Rose Rock Midstream Operating, LLC, the sole member of the general partner of the registrant (Principal Financial Officer)	 	January 8, 2018	
 
II-17

Table of Contents

			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer of Rose Rock Midstream Energy GP, LLC, the general partner of the registrant (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President of Rose Rock Midstream Energy GP, LLC, the general partner of the registrant, and Director of Rose Rock Midstream Operating, LLC, the sole member of the general partner of the registrant	 	January 8, 2018	
 
II-18

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

ROSE ROCK MIDSTREAM FIELD SERVICES, LLC	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	Robert N. Fitzgerald	
	 	Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President and Chief Executive Officer of the registrant and Director of Rose Rock Midstream Operating, LLC, the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of the registrant and Director of Rose Rock Midstream Operating, LLC, the sole member of the registrant (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer of the registrant (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President of the registrant and Director of Rose Rock Midstream Operating, LLC, the sole member of the registrant	 	January 8, 2018	
 
II-19

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMGAS, L.P.	
		
By:	 	SemOperating G.P., L.L.C., its general partner	
			
	 	By:	 	/s/ Robert N. Fitzgerald	
	 		 	    Robert N. Fitzgerald	
	 		 	    Senior Vice President and Chief
    Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin C. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Chief Executive Officer of SemOperating G.P., L.L.C., the general partner of the registrant, and Director of SemGroup Corporation, the sole member of the general partner of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of SemOperating G.P., L.L.C., the general partner of the registrant (Principal Financial Officer)	 	January 8, 2018	
 
II-20

Table of Contents

			
/s/ Thomas D. Sell
Thomas D. Sell	  	Chief Accounting Officer of SemOperating G.P., L.L.C., the general partner of the registrant (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
 
II-21

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMGROUP EUROPE HOLDING, L.L.C.	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Chief Executive Officer of the registrant, and Director of SemGroup Corporation, the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Chief Financial Officer of the registrant (Principal Financial Officer and Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
 
II-22

Table of Contents

			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
 
II-23

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMOPERATING G.P., L.L.C.	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Chief Executive Officer of the registrant, and Director of SemGroup Corporation, the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of the registrant (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Chief Accounting Officer of the registrant (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
 
II-24

Table of Contents

			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
 
II-25

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMMEXICO, L.L.C.	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Chief Executive Officer of the registrant, and Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Chief Financial Officer of the registrant (Principal Financial Officer and Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
 
II-26

Table of Contents

			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
 
II-27

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMDEVELOPMENT, L.L.C.	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief
    Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President and Chief Executive Officer of the registrant, and Director of SemGroup Corporation, the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of the registrant (Principal Financial Officer and Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
 
II-28

Table of Contents

			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the registrant	 	January 8, 2018	
 
II-29

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C.	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Chief Executive Officer of the registrant, and Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Chief Financial Officer of the registrant (Principal Financial Officer and Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
 
II-30

Table of Contents

			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the general partner of the sole member of the registrant	 	January 8, 2018	
 
II-31

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMCRUDE PIPELINE, L.L.C.	
		
By:	 	/s/ Robert N. Fitzgerald	
	 	    Robert N. Fitzgerald	
	 	    Senior Vice President and Chief
    Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President, Chief Executive Officer and Director (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President and Director	 	January 8, 2018	
 
II-32

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

WATTENBERG HOLDING, LLC	
		
By:	 	Rose Rock Midstream Operating, LLC, its sole member and manager	
			
	 	By:	 	/s/ Robert N. Fitzgerald     	
	 		 	    Robert N. Fitzgerald	
	 		 	    Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President, Chief Executive Officer and Director of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President, Chief Financial Officer and Director of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant (Principal Accounting Officer)	 	January 8, 2018	
 
II-33

Table of Contents

			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President and Director of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant	 	January 8, 2018	
 
II-34

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

GLASS MOUNTAIN HOLDING, LLC	
		
By:	 	Rose Rock Midstream Operating, LLC, its sole member and manager	
			
	 	By:	 	/s/ Robert N. Fitzgerald	
	 		 	    Robert N. Fitzgerald	
	 		 	    Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	President, Chief Executive Officer and Director of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President, Chief Financial Officer and Director of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant (Principal Financial Officer)	 	January 8, 2018	
			
/s/ Thomas D. Sell
Thomas D. Sell	  	Vice President, Controller and Chief Accounting Officer of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant (Principal Accounting Officer)	 	January 8, 2018	
 
II-35

Table of Contents

			
/s/ Timothy O’Sullivan
Timothy O’Sullivan	  	Vice President and Director of Rose Rock Midstream Operating, LLC, the sole member and manager of the registrant	 	January 8, 2018	
 
II-36

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 8, 2018.

SEMMATERIALS, L.P.	
		
By:	 	SemOperating G.P., L.L.C., its general partner	
			
	 	By:	 	/s/ Robert N. Fitzgerald	
	 		 	Robert N. Fitzgerald	
	 		 	Senior Vice President and Chief Financial Officer	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carlin G. Conner, Robert N. Fitzgerald and Susan Lindberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	  	Title	 	Date	
			
/s/ Thomas R. McDaniel
Thomas R. McDaniel	  	Director and Chairman of the Board of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ Carlin G. Conner
Carlin G. Conner	  	Chief Executive Officer of SemOperating G.P., L.L.C., the general partner of the registrant, and Director of SemGroup Corporation, the sole member of the general partner of the registrant (Principal Executive Officer)	 	January 8, 2018	
			
/s/ Robert N. Fitzgerald
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer of SemOperating G.P., L.L.C., the general partner of the registrant (Principal Financial Officer)	 	January 8, 2018	
 
II-37

Table of Contents

			
/s/ Thomas D. Sell
Thomas D. Sell	  	Chief Accounting Officer of SemOperating G.P., L.L.C., the general partner of the registrant (Principal Accounting Officer)	 	January 8, 2018	
			
/s/ Ronald A. Ballschmiede
Ronald A. Ballschmiede	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ Sarah M. Barpoulis
Sarah M. Barpoulis	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ Karl F. Kurz
Karl F. Kurz	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ James H. Lytal
James H. Lytal	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
			
/s/ William J. McAdam
William J. McAdam	  	Director of SemGroup Corporation, the sole member of the general partner of the registrant	 	January 8, 2018	
 
II-38

Exhibit 3.5
CERTIFICATE OF FORMATION
OF
ROSE ROCK MIDSTREAM OPERATING, LLC
This Certificate of Formation of Rose Rock Midstream Operating, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended.
 
 	1.	The name of the Company is Rose Rock Midstream Operating, LLC.	
 
 	2.	The name and address of the registered agent of the Company shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.	
 
 	3.	The address of the registered office of the Company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.	
[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, an authorized person or agent or attorney-in-fact of the Company, has caused this Certificate of Formation to be duly executed as of the 4th day of August, 2011.

By:	 	/s/ Candice L. Cheeseman	
Candice L. Cheeseman	
Authorized Person	

Exhibit 3.6
The following Limited Liability Company Agreement is compiled from the actual Limited Liability Company Agreement and subsequent amendment.
L IMITED L IABILITY C OMPANY A GREEMENT
OF
R OSE R OCK M IDSTREAM O PERATING , LLC
This Limited Liability Company Agreement (this “ Agreement ”) of Rose Rock Midstream Operating, LLC is adopted, executed, and agreed to by the sole Member (as defined below), as of August 8, 2011.
1. Formation. Rose Rock Midstream Operating, LLC (the “ Company ”) is a limited liability company organized under the provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “ Act ”). The Certificate of Formation (the “ Certificate ”) was filed on August 5, 2011 with the Secretary of State of the State of Delaware.
2. Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “Rose Rock Midstream Operating, LLC”.
3. Term. The Company commenced its existence on the effective date of the filing of the Certificate. The Company shall continue until terminated pursuant to Section 12.
4. Registered Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate or such other person as the Member may designate in the manner provided by law.
5. Purposes and Permitted Activities. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. SemGroup Corporation, a Delaware corporation, shall be the sole member of the Company (the “ Member ”).
7. Contributions. The Member has made an initial contribution to the capital of the Company in the amount of $1,000.00. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so.
8. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits, and interests in the Company.

9. Management. (a) The powers of the Company shall be exercised, and the business and affairs of the Company shall be managed, by or under the authority of a Board of Directors (the “ Board ”) to be comprised of such number of managers (“ Directors ”) as shall be determined by the Member. The Board shall possess all rights and powers which are possessed by managers under the Act and otherwise by law, pursuant to Section 18-402 of the Act, subject to the provisions of this Agreement. The Board may exercise all such powers of the Company and do all such lawful acts and things as are not directed or required to be exercised or done by the Member by the Act, the Certificate or this Agreement. The number of Directors shall initially be three (3); but the number of Directors may be changed by the Member. The initial Directors of the Company shall be Norman J. Szydlowski, Robert N. Fitzgerald and Timothy O’Sullivan. Directors need not be residents of the State of Delaware or Members of the Company. The Board, in its discretion, may elect a chairman of the Board who shall preside at any meetings of the Board.
(b) The Board may, from time to time, appoint one or more persons to be officers or authorized representatives of the Company (each, a “ Representative ”) on such terms and conditions as the Board may determine. Any Representative so designated shall have such title and authority and perform such duties as the Board may, from time to time, designate or as are normally associated with such office.
(c) Except as otherwise agreed by unanimous written consent, (i) all decisions and actions of the Board shall require approval of a majority of the Directors present at a meeting of the Board at which a quorum (defined as a majority of the full Board) is present and (ii) no Director shall have any unilateral right or authority to take any action on behalf of the Company to bind or commit the Company except in such Director’s capacity as an authorized officer of the Company while acting in accordance with such authorization.
10. Indemnification.
(a) No Director shall be liable to the Company for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company if such Director’s conduct shall not have constituted gross negligence or willful misconduct.
(b) To the fullest extent permitted by law, each Director, Member and Representative, and each affiliate of any of the foregoing, (each individually a “ Covered Person ” and collectively, the “ Covered Persons ”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, settlements and other amounts (collectively, “ Losses ”) arising from any and all claims (including attorneys’ fees and expenses, as such fees and expenses are incurred), demands, actions, suits or proceedings (civil, criminal, administrative or investigative), in which such Covered Person may be involved, as a party or otherwise, by reason of the management of the affairs of the Company, whether or not such Covered Person continued to be a Covered Person or involved in management of the affairs of the Company at the time any such liability or expense is paid or incurred; provided that the Covered Person shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined in a final and non-appealable judgment that such Losses resulted primarily from the gross negligence or willful misconduct of the Covered Person. The termination of a proceeding by judgment, order, settlement or conviction under a plea of nolo
 
-2-

contendere, or its equivalent, shall not, of itself, create any presumption that such Losses resulted primarily from the gross negligence or willful misconduct of the Covered Person or that the conduct giving rise to such liability was not in the best interest of the Company. The Company shall also indemnify the Covered Person if the Covered Person is or was a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Covered Person is or was an agent of the Company or any affiliate of the Company and was acting at the request of the Company, against any Losses incurred by the Covered Person in connection with the defense or settlement of such action; provided that the Covered Person shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined in a final and non-appealable judgment that any such Losses resulted from the gross negligence or willful misconduct of the Covered Person. The Company may advance the Covered Person any expenses (including, without limitation, attorneys’ fees and expenses) incurred as a result of any demand, action, suit or proceeding referred to in this paragraph (b) provided that (i) the legal action relates to the performance of duties or services by the Covered Person on behalf of the Company or any affiliate of the Company at the request of the Company; and (ii) the Covered Person provides a written undertaking to repay to the Company the amounts of such advances in the event that the Covered Person is determined to be not entitled to indemnification hereunder.
(c) The indemnification provided pursuant to this Section 10 shall not be deemed to be exclusive of any other rights to which the Covered Persons may be entitled under any agreement, as a matter of law, in equity or otherwise, and shall inure to the benefit of the successors, assigns and administrators of the Covered Persons.
(d) Any indemnification pursuant to this Section 10 shall be payable only from the assets of the Company, it being understood and agreed that the Member shall not be liable for such indemnification and shall have no obligation to contribute or loan any funds or assets to the Company to enable it to effectuate such indemnification.
(e) The Company may purchase and maintain (or reimburse the Member or its affiliates for the cost of) insurance, on behalf of the Member, its affiliates and such other persons or entities as the Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person or entity in connection with the Company’s activities or such person’s or entity’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.
(f) A Covered Person shall not be denied indemnification in whole or in part under this Section 10 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
(g) The provisions of this Section 10 are for the benefit of the Covered Persons and their heirs, successors, assigns and administrators, and shall not be deemed to create any rights for the benefit of any other person or entity.
 
-3-

(h) No amendment, modification or repeal of this Section 10 any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Covered Person to be indemnified by the Company, nor the obligations of the Company to indemnify any such Covered Person under and in accordance with the provisions of this Section 10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
11. Limitation of Liability. The Member shall not be personally liable for any debts, liabilities or obligations of the Company, except for the amount of any distributions made to such Member that must be returned to the Company pursuant to the terms hereof or the Act. No Director, by reason of his or her acting as a Director of the Company, shall be obligated personally for any debts, obligations or liabilities of the Company.
12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) or (5) of the Act) will cause the Company to dissolve.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14 Subject to All Laws. The provisions of this Agreement shall be subject to all valid and applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the event that any of the provisions of this Agreement are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed modified accordingly, and, as so modified, to continue in full force and effect.
15 Amendment. This Agreement shall not be amended or modified except by an instrument in writing signed by or on behalf of the Member.
[Signature Page Follows]
 
-4-

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first above written.

MEMBER:	
	
SEMGROUP CORPORATION	
		
By:	 	/s/ Candice L. Cheeseman	
	 	Name:	 	Candice L. Cheeseman	
	 	Title:	 	Vice President and General Counsel	

Exhibit 3.7
CERTIFICATE OF FORMATION
OF
ROSE ROCK MIDSTREAM ENERGY GP, LLC
This Certificate of Formation of Rose Rock Midstream Energy GP, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended.
 
 	1.	The name of the Company is Rose Rock Midstream Energy GP, LLC.	
 
 	2.	The name and address of the registered agent of the Company shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.	
 
 	3.	The address of the registered office of the Company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.	
[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, an authorized person or agent or attorney-in-fact of the Company, has caused this Certificate of Formation to be duly executed as of the 4 th day of November, 2011.

By:	 	/s/ Candice L. Cheeseman	
Candice L. Cheeseman	
Authorized Person	

Exhibit 3.8
The following Limited Liability Company Agreement is compiled from the actual Limited Liability Company Agreement and subsequent amendment.
LIMITED LIABILITY COMPANY AGREEMENT
OF
ROSE ROCK MIDSTREAM ENERGY GP, LLC
A Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT of ROSE ROCK MIDSTREAM ENERGY GP, LLC (this “ Agreement ”), dated as of November 4, 2011, is adopted, executed, and agreed to by the sole Member (as defined below).
1. Formation. Rose Rock Midstream Energy GP, LLC (the “ Company ”) has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “ Act ”). The Certificate of Formation (the “ Certificate ”) was filed on November 4, 2011 with the Secretary of State of the State of Delaware.
2. Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “Rose Rock Midstream Energy GP, LLC.”
3. Term. The Company commenced its existence on the effective date of the filing of the Certificate. The Company shall continue until terminated pursuant to Section 12.
4. Registered Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.
5. Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. Rose Rock Midstream Operating, LLC shall be the sole member of the Company (the “ Member ”).
7. Contributions. The Member has made an initial contribution to the capital of the Company consisting of the right to receive a 0.5% general partner interest in SemCrude, L.P., a Delaware limited partnership. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so.
 
1

8. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.
9. Management. The Member shall manage the business and affairs of the Company. The Member may appoint one or more officers with such titles, powers and authority as the Member may designate. Any such officers so appointed shall possess all rights and powers which are possessed by “managers” under the Act and otherwise by law, subject to the provisions of this Agreement.
10. Indemnification.
 
 	(a)	To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, (i) the Member, any additional Members, any affiliates of such Members and any officers of the Company, (ii) any former Member or officer and (iii) any member, partner, director, officer, fiduciary or trustee of any person or entity described in clauses (i) and (ii) (collectively, “ Indemnitees ”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 10 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.	
 
 	(b)	To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.	
 
 	(c)	The indemnification provided by this Section 10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.	
 
2

 	(d)	The Company may purchase and maintain (or reimburse the Member or its affiliates for the cost of) insurance, on behalf of the Member, its affiliates and such other persons or entities as the Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person or entity in connection with the Company’s activities or such person’s or entity’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.	
 
 	(e)	An Indemnitee shall not be denied indemnification in whole or in part under this Section 10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.	
 
 	(f)	The provisions of this Section 10 are for the benefit of the Indemnitees and their heirs, successors, assigns and administrators, and shall not be deemed to create any rights for the benefit of any other person or entity.	
 
 	(g)	No amendment, modification or repeal of this Section 10 any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.	
11. Limitation of Liability. The Member shall not be personally liable for any debts, liabilities or obligations of the Company, except for the amount of any distributions made to such Member that must be returned to the Company pursuant to the terms hereof or the Act.
12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) or (5) of the Act) will cause the Company to dissolve.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14. Subject to All Laws. The provisions of this Agreement shall be subject to all valid and applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the event that any of the provisions of this Agreement are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed modified accordingly, and, as so modified, to continue in full force and effect.
 
3

15. Amendment. This Agreement shall not be amended or modified except by an instrument in writing signed by or on behalf of the Member.
[Signature Page to Follow]
 
4

IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be duly executed as of the day and year first above written.

ROSE ROCK MIDSTREAM OPERATING, LLC	
		
By:	 	/s/ Candice L. Cheeseman	
Name:	 	Candice L. Cheeseman	
Title:	 	General Counsel and Secretary	
[Signature Page to LLC Agreement of Rose Rock Midstream Energy GP, LLC]

Exhibit 3.9
SECOND AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP OF
ROSE ROCK MIDSTREAM CRUDE, L.P.
The undersigned, being the general partner of Rose Rock Midstream Crude, L.P., a Delaware limited partnership (the “Limited Partnership”), desiring to amend and restate the Certificate of Limited Partnership of Rose Rock Midstream Crude, L.P. pursuant to Section 17-210 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:
1. The present name of the Limited Partnership is Rose Rock Midstream Crude, L.P.
2. The original Certificate of Limited Partnership was filed under the name of Seminole Transportation and Gathering, L.P. The date of the filing of the original Certificate of Limited Partnership with the Secretary of State of the State of Delaware was May 2, 2002.
3. A Certificate of Amendment was filed with the Secretary of State of the State of Delaware on March 15, 2004 amending the original Certificate of Limited Partnership to change the name of the Limited Partnership to SemCrude, L.P.
4. An Amended and Restated Certificate of Limited Partnership was filed with the Secretary of State of the State of Delaware on February 23, 2012 amending the Certificate of Amendment to change the name of the Limited Partnership to Rose Rock Midstream Crude, L.P.
5. The Certificate of Limited Partnership is hereby amended and restated in its entirety to read as follows:
FIRST : The name of the Limited Partnership is Rose Rock Midstream Crude, L.P.
SECOND : The address of the Limited Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the Limited Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.
THIRD : The name and mailing address of the general partner of the Limited Partnership is as follows:
Rose Rock Midstream Energy GP, LLC
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
[Signature page follows]

IN WITNESS WHEREOF, this Amended and Restated Certificate of Limited Partnership is being filed in accordance with Section 17-210 of the Delaware Revised Uniform Limited Partnership Act and has been duly executed by the undersigned on this 18th day of December, 2017.

GENERAL PARTNER	
	
ROSE ROCK MIDSTREAM ENERGY GP, LLC	
		
By:	 	/s/ Susan Lindberg	
	 	Name: Susan Lindberg	
	 	Title: Vice President and General Counsel	
 
2

Exhibit 3.10
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ROSE ROCK MIDSTREAM CRUDE, L.P.
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM CRUDE, L.P., dated as of December 29, 2017 (this “A&R Partnership Agreement”), is adopted, executed and agreed to by Rose Rock Midstream Energy GP, LLC, a Delaware limited liability company, as General Partner, and Rose Rock Midstream Operating, LLC, a Delaware limited liability company, as Limited Partner.
RECITALS
A. The Partnership is currently governed by the Agreement of Limited Partnership of the Partnership, dated as of May 2, 2002, as amended by the First Amendment to the Agreement of Limited Partnership of the Partnership, dated as of March 15, 2004, the Second Amendment to the Agreement of Limited Partnership of the Partnership, dated as of December 13, 2011 and the Third Amendment to Agreement of Limited Partnership of the Partnership, dated as of February 23, 2012 (the “Existing Partnership Agreement”).
B. The Partners desire to enter into this A&R Partnership Agreement, which shall amend and restate in its entirety the Existing Partnership Agreement, to establish the respective rights and obligations of the Partners with respect to the Partnership.
ARTICLE I
DEFINITIONS
The following terms used in this Agreement shall have the following meanings:
“A&R Certificate of Limited Partnership” means the Amended and Restated Certificate of Limited Partnership filed with the Secretary of State of the State of Oklahoma as described in the first sentence of Section 2.5, as further amended or restated from time to time.
“A&R Partnership Agreement” has the meaning assigned to it in the Preamble hereof.
“Covered Person” has the meaning assigned to it in Article X hereof.
“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act of 2010, as amended from time to time, and any successor to such act.
“Existing Partnership Agreement” has the meaning assigned to it in Recital A hereof.
“General Partner” means Rose Rock Midstream Energy GP, LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership, and any successor to Rose Rock Midstream Energy GP, LLC, as general partner.

“Limited Partner” means Rose Rock Midstream Operating, LLC, a Delaware limited liability company, acting as a limited partner of the Partnership, and any other limited partner admitted to the Partnership from time to time.
“Partner” means the General Partner or any Limited Partner.
“Partnership” means Rose Rock Midstream Crude, L.P., a Delaware limited partnership.
“Percentage Interest” means, with respect to any Partner, the percentage of cash contributed by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to the Partnership.
ARTICLE II
ORGANIZATIONAL MATTERS
Section 2.1 Formation. Subject to the provisions of the Existing Partnership Agreement, the predecessors to the General Partner and the Limited Partner formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Limited Partner hereby enter into this A&R Partnership Agreement to set forth the continuing rights and obligations of the Partners and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.
Section 2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, “Rose Rock Midstream Crude, L.P.”
Section 2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at 6120 South Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable.
(b) The registered agent of the Partnership for service of process in the State of Delaware and the registered office of the Partnership in the State of Delaware shall be as set forth in the Partnership’s A&R Certificate of Limited Partnership.
Section 2.4 Term. The Partnership shall continue until terminated pursuant to Article VIII.
Section 2.5 Certificate of Limited Partnership. An A&R Certificate of Limited Partnership of the Partnership has been filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the State of Delaware and any state in which the Partnership may elect to do business in the future. The General Partner shall thereafter file any necessary further amendments to the A&R Certificate of Limited Partnership and any such other certificates and
 
2

documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have limited liability) under the laws of Delaware and any state or jurisdiction in which the Partnership does business or may elect to do business.
Section 2.6 Partnership Interests. As of the date hereof, the General Partner has a 0.5% general partner Percentage Interest and the Limited Partner has a 99.5% limited partner Percentage Interest.
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Delaware Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS
Except as otherwise required by law or agreed to by all of the Partners, no Partner shall be required to make any additional capital contributions to the Partnership.
ARTICLE V
CAPITAL ACCOUNTS; ALLOCATIONS
Section 5.1 Capital Accounts. The Partnership shall maintain a capital account for each of the Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and as determined by the General Partner as consistent therewith.
Section 5.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests, except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto.
Section 5.3 Distributions. From time to time, the General Partner shall review the Partnership’s accounts to determine whether distributions are appropriate. The General Partner may make such cash distributions as it, in its sole discretion, may determine without being limited to current or accumulated income or gains from any Partnership funds, including, without limitation, Partnership revenues, capital contributions or borrowed funds. In its sole discretion, the General Partner may also distribute to the Partners other Partnership property, or other securities of the Partnership or other entities. All distributions by the General Partner shall be made in accordance with the Percentage Interests of the Partners.
 
3

ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
Section 8.1 Dissolution . The Partnership shall be dissolved, and its affairs shall be wound up, upon (l)the election of the General Partner to do so; (2) the entry of a decree of judicial dissolution of the Partnership; or (3) any other event or circumstance giving rise to the dissolution of the Partnership under the Delaware Act, unless the Partnership’s existence is continued pursuant to the Delaware Act.
Section 8.2 Wind-up . Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the Partnership shall be applied in the following order of priority:
(a) first, in discharge of (i) all claims of creditors of the Partnership who are not Partners and (ii) all expenses of liquidation;
(b) second, to the pro rata payment of all claims of Partners for advances to the Partnership; and
(c) finally, any remaining assets shall be distributed to the Partners in accordance with their final capital account balances.
During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this A&R Partnership Agreement. Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a certificate of cancellation of the A&R Certificate of Limited Partnership with the Office of the Secretary of State of the State of Delaware in accordance with the Delaware Act.
 
4

ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this A&R Partnership Agreement without the consent of the Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.
ARTICLE X
INDEMNIFICATION
To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless the General Partner and its members, managers, partners, officers, directors, agents and employees (each, a “Covered Person”) against any and all costs, losses, damages, liabilities, including legal fees and other expenses suffered or sustained by it by reason of (i) any act or omission arising out of or in connection with the Partnership or this A&R Partnership Agreement, or (ii) any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative), actual or threatened, in which such Covered Person may be involved, as a party or otherwise, arising out or in connection with such Covered Person’s service to or on behalf or, or management of the affairs or assets of, the Partnership, or which relate to the Partnership, provided that the Covered Person’s acts, omissions or alleged acts or omissions were not made in bad faith or did not constitute gross negligence, willful misconduct or fraud and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partner shall not have any personal liability to the General Partner on account of such loss, damage or expense.
ARTICLE XI
GENERAL PROVISIONS
Section 11.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited Partner shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3(a).
Section 11.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Section 11.3 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
Section 11.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.
Section 11.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.
 
5

IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the Limited Partner as of the date first above written.

GENERAL PARTNER:	
Rose Rock Midstream Energy GP, LLC	
		
By:	 	/s/ Susan Lindberg	
	 	Susan Lindberg	
	 	Vice President and General Counsel	
	
LIMITED PARTNER:	
Rose Rock Midstream Operating, LLC	
		
By:	 	/s/ Susan Lindberg	
	 	Susan Lindberg	
	 	Vice President and General Counsel	
 
6

Exhibit 3.11

	  	State of Delaware
Secretary of State
Division or Corporations
Delivered 06:32 PM 07/12/2013
FILED 06:27 PM 07/12/2013
SRV 130874931 - 5365998 FILE	
CERTIFICATE OF FORMATION
OF
ROSE ROCK MIDSTREAM FIELD SERVICES, LLC
This Certificate of Formation of Rose Rock Midstream Field Services, LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act.
1. The name of the limited liability company is Rose Rock Midstream Field Services, LLC (the “Company”).
2. The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the Company’s registered agent at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 12th day of July, 2013.

/s/ Teena S. Kilian	
Teena S. Kilian, Authorized Person	

Exhibit 3.12
LIMITED LIABILITY COMPANY AGREEMENT
OF
ROSE ROCK MIDSTREAM FIELD SERVICES, LLC
A Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT of ROSE ROCK MIDSTREAM FIELD SERVICES, LLC (this “ Agreement ”), dated as of July 12, 2013, is adopted, executed and agreed to by the sole Member (as defined below).
1. Formation. Rose Rock Midstream Field Services, LLC (the “ Company ”) has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “ Act ”). The Certificate of Formation (the “ Certificate ”) was filed on July 12, 2013 with the Secretary of State of the State of Delaware. The Interest (as hereinafter defined) of the Member, and the rights and obligations of the Member with respect thereto, are subject to this Agreement and to the provisions of the Act. As used herein, the term “ Interest ” shall mean a limited liability company interest in the Company as provided in this Agreement and under the Act and includes any and all rights and benefits to which the holder thereof may be provided under this Agreement, together with all obligations of such holder to comply with the terms and provisions of this Agreement.
2. Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “Rose Rock Midstream Field Services, LLC”.
3. Term. The Company commenced its existence on the effective date of the filing of the Certificate. The Company shall continue until terminated pursuant to Section 12.
4. Registered Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.
5. Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. Rose Rock Midstream Operating, LLC shall be the sole member of the Company (the “ Member ”).
7. Contributions. The Member shall hold all of the Interest. The Member is admitted as the sole member of the Company without making a contribution in exchange for the Interest. The Member may, but shall be under no obligation to, contribute amounts to the capital of the Company from time to time.
 
1

8. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.
9. Management. The Member shall manage and control the business and affairs of the Company and shall possess all rights and powers which are possessed by “managers” under the Act and otherwise by law. The Member may, from time to time, appoint one or more persons to be officers or authorized representatives of the Company (each, a “ Representative ”) on such terms and conditions as the Member may determine. Any Representative so designated shall have such title and authority and perform such duties as the Member may, from time to time, designate or as are normally associated with such office.
10. Indemnification.
 
 	(a)	To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, (i) the Member, any additional Members, any affiliates of such Members and any Representatives of the Company, (ii) any former Member or Representative and (iii) any member, partner, director, officer, fiduciary or trustee of any person or entity described in clauses (i) and (ii) (collectively, “ Indemnitees ”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 10 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.	
 
 	(b)	To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.	
 
 	(c)	The indemnification provided by this Section 10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of	
 
2

 	law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.	
 
 	(d)	The Company may purchase and maintain (or reimburse the Member or its affiliates for the cost of) insurance, on behalf of the Member, its affiliates and such other persons or entities as the Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person or entity in connection with the Company’s activities or such person’s or entity’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.	
 
 	(e)	An Indemnitee shall not be denied indemnification in whole or in part under this Section 10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.	
 
 	(f)	The provisions of this Section 10 are for the benefit of the Indemnitees and their heirs, successors, assigns and administrators, and shall not be deemed to create any rights for the benefit of any other person or entity.	
 
 	(g)	No amendment, modification or repeal of this Section 10 any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.	
11. Limitation of Liability. The Member shall not be personally liable for any debts, liabilities or obligations of the Company, except for the amount of any distributions made to such Member that must be returned to the Company pursuant to the terms hereof or the Act.
12. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member or (b) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14. Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.
 
3

15. Amendment. This Agreement shall not be amended or modified except by an instrument in writing signed by or on behalf of the Member.
[Signature Page to Follow]
 
4

IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be duly executed as of the day and year first above written.

ROSE ROCK MIDSTREAM OPERATING, LLC	
		
By:	 	/s/ Candice L. Cheeseman	
Name:	 	Candice L. Cheeseman	
Title:	 	General Counsel and Secretary	
[Signature Page to LLC Agreement of Rose Rock Midstream Field Services, LLC]

Exhibit 3.13
The following certificate is compiled from the official certificate and subsequent amendments.

	  		  	FILED
 
JAN 19 2001
 
OKLAHOMA SECRETARY
OF STATE	
CERTIFICATE
OF
OKLAHOMA LIMITED PARTNERSHIP
 
TO:	OKLAHOMA SECRETARY OF STATE	
2300 North Lincoln Boulevard, Room 101
State Capitol Building
Oklahoma City, Oklahoma 73105-4897
The undersigned, for the purpose of forming a limited partnership under the provisions of 54 O.S., Section 309, does hereby execute the following Certificate of Limited Partnership:
1. The name of the limited partnership is SemGas, L.P.
2. The address of the office in the State of Oklahoma at which the limited partnership records shall be kept is 6120 South Yale, Suite 1500, Tulsa, Oklahoma 74136.
3. The name of the registered agent and the address of the registered office in the State of Oklahoma is The Corporation Company, 1833 S Morgan Rd., Oklahoma City, OK 73128.
4. The name and business address of the sole General Partner is SemOperating G.P., L.L.C. (f/k/s Seminole Creek Canada Operating Company, L.L.C.), 6120 South Yale, Suite 1500, Tulsa, Oklahoma 74136.
5. The limited partnership is to have perpetual existence.
Signed and dated this 19 th day of January, 2001.

GENERAL PARTNER:	
	
SEMINOLE CREEK CANADA OPERATING COMPANY, L.L.C.	
		
By:	 	/s/ Gregory C. Wallace	
	 	Gregory C. Wallace, its Manager	

Exhibit 3.14
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SEMGAS, L.P.
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMGAS, L.P., dated as of April 5, 2017, is adopted, executed and agreed to by SemOperating G.P., L.L.C., an Oklahoma limited liability company, as General Partner, and SemGroup Corporation, a Delaware corporation, as Limited Partner.
ARTICLE I
DEFINITIONS
The following terms used in this Agreement shall have the following meanings:
“Certificate of Limited Partnership” means the Certificate of Limited Partnership filed with the Secretary of State of the State of Oklahoma as described in the first sentence of Section 2.5, as amended or restated from time to time.
“Oklahoma Act” means the Oklahoma Limited Partnership Act of 2010, as amended from time to time, and any successor to such act.
“General Partner” means SemOperating G.P., L.L.C., an Oklahoma limited liability company, in its capacity as the general partner of the Partnership, and any successor to SemOperating G.P., L.L.C., as general partner.
“Limited Partner” means SemGroup Corporation, a Delaware corporation, acting as a limited partner of the Partnership, and any other limited partner admitted to the Partnership from time to time.
“Partner” means the General Partner or any Limited Partner.
“Partnership” means SemGas, L.P., an Oklahoma limited partnership.
“Percentage Interest” means, with respect to any Partner, the percentage of cash contributed by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to the Partnership.
ARTICLE II
ORGANIZATIONAL MATTERS
Section 2.1 Formation. Subject to the provisions of this Agreement, the General Partner and the Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Oklahoma Act. The General Partner and the Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partners and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Oklahoma Act.

Section 2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, “SemGas, L.P.”
Section 2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at 6120 South Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable.
(b) The address of the Partnership’s registered office in the State of Oklahoma shall be The Corporation Company, 1833 South Morgan Road, Oklahoma City, Oklahoma, 73128-0000. The name of the Partnership’s registered agent for service of process in the State of Oklahoma at such address is The Corporation Company.
Section 2.4 Term. The Partnership shall continue until terminated pursuant to Article VIII.
Section 2.5 Certificate of Limited Partnership. A Certificate of Limited Partnership of the Partnership has been filed with the Secretary of State of the State of Oklahoma as required by the Oklahoma Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the State of Oklahoma and any state in which the Partnership may elect to do business in the future. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have limited liability) under the laws of Oklahoma and any state or jurisdiction in which the Partnership does business or may elect to do business.
Section 2.6 Partnership Interests. As of the date hereof, the General Partner has a 0.5% percent general partner interest and the Limited Partner shall have a 99.5% percent limited partner interest.
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Oklahoma Act.

ARTICLE IV
CAPITAL CONTRIBUTIONS
Except as otherwise required by law or agreed to by all of the Partners, no Partner shall be required to make any additional capital contributions to the Partnership.
ARTICLE V
CAPITAL ACCOUNTS; ALLOCATIONS
Section 5.1 Capital Accounts. The Partnership shall maintain a capital account for each of the Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and as determined by the General Partner as consistent therewith.
Section 5.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests, except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto.
Section 5.3 Distributions. From time to time, the General Partner shall review the Partnership’s accounts to determine whether distributions are appropriate. The General Partner may make such cash distributions as it, in its sole discretion, may determine without being limited to current or accumulated income or gains from any Partnership funds, including, without limitation, Partnership revenues, capital contributions or borrowed funds. In its sole discretion, the General Partner may also distribute to the Partners other Partnership property, or other securities of the Partnership or other entities. All distributions by the General Partner shall be made in accordance with the Percentage Interests of the Partners.
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up, upon (1) the election of the General Partner to do so, if approved by a majority of the Partners; (2) the sale, exchange, or other disposition of all or substantially all of the Partnership assets and properties and Partnership subsidiaries; (3) the entry of a decree of judicial dissolution of the Partnership; or (4) the withdrawal or removal of the General Partner or any other event that results in its ceasing to be the General Partner.

ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the consent of the Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.
ARTICLE X
GENERAL PROVISIONS
Section 10.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited Partner shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3(a).
Section 10.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Section 10.3 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
Section 10.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.
Section 10.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oklahoma.

IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the Limited Partner as of the date first above written.

GENERAL PARTNER:	
SemOperating G.P., L.L.C.	
		
By:	 	/s/ Candice L. Cheeseman	
	 	Candice L. Cheeseman	
	 	Vice President and General Counsel	
	
LIMITED PARTNER:	
SemGroup Corporation	
		
By:	 	/s/ Candice L. Cheeseman	
	 	Candice L. Cheeseman	
	 	Vice President and General Counsel	

Exhibit 3.15

	  	State of Delaware
Secretary of State
Division of Corporations
Delivered 01:51 PM 01/05/2006
FILED 01.25 PM 01/05/2006
SR7 060011209 - 4088356 FILE	
CORRECTED
CERTIFICATE OF FORMATION
OF
SEMGROUP UK HOLDING, L.L.C.
The undersigned, pursuant to Section 18-211(b) of the Delaware limited Liability Company Act, hereby states that on January 3, 2006, the Certificate of Formation was submitted for filing by stating the wrong name of SemGroup UK Holding. L.L.C., and now desires to file a Corrected Certificate of Formation as follows:
ARTICLE I
The name of the limited liability company (the “Company”) is:
SEMGROUP EUROPE HOLDING, L.L.C.
ARTICLE II
The Company shall have a perpetual term of existence.
ARTICLE III
The street address of the Company’s principal place of business in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.
The name and street address of the Company’s resident agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, this Certificate of Formation has been executed by the undersigned on the 3rd day of January, 2006.

/s/ Kenneth L. Hunt	
Kenneth L. Hunt	
Authorized Person or Organizer	

Exhibit 3.16
The following Operating Agreement is compiled from the actual Operating Agreement and subsequent amendment.
OPERATING AGREEMENT
OF
SEMGROUP EUROPE HOLDING, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

 	  	 	  	Page	 	
ARTICLE I	  	DEFINITIONS	  	 	1	 	
Section 1.1	  	Definitions	  	 	1	 	
ARTICLE II	  	FORMATION OF COMPANY	  	 	2	 	
Section 2.1	  	Formation	  	 	2	 	
Section 2.2	  	Name	  	 	2	 	
Section 2.3	  	Principal Place of Business	  	 	2	 	
Section 2.4	  	Registered Office and Registered Agent	  	 	2	 	
Section 2.5	  	Term	  	 	2	 	
Section 2.6	  	Single Member, L.L.C	  	 	2	 	
ARTICLE III	  	BUSINESS OF THE COMPANY	  	 	3	 	
Section 3.1	  	Purpose	  	 	3	 	
ARTICLE IV	  	MANAGEMENT OF THE COMPANY	  	 	3	 	
Section 4.1	  	Management of the Company	  	 	3	 	
Section 4.2	  	Management Committee	  	 	3	 	
Section 4.3	  	Officers	  	 	3	 	
Section 4.4	  	Execution of Documents	  	 	3	 	
ARTICLE V	  	RIGHTS AND OBLIGATIONS OF MEMBERS	  	 	4	 	
Section 5.1	  	Limitation of Liability	  	 	4	 	
Section 5.2	  	Right to Indemnification	  	 	4	 	
Section 5.3	  	Survival	  	 	4	 	
Section 5.4	  	Advance Payment	  	 	4	 	
Section 5.5	  	Nonexclusivity of Rights	  	 	5	 	
Section 5.6	  	Savings Clause	  	 	5	 	
ARTICLE VI	  	CONTRIBUTIONS TO THE COMPANY	  	 	5	 	
Section 6.1	  	Member’s Initial Capital Contributions	  	 	5	 	
Section 6.2	  	Subsequent Contributions	  	 	5	 	
ARTICLE VII	  	ALLOCATIONS AND DISTRIBUTIONS	  	 	5	 	
Section 7.1	  	Allocations of Profits and Losses	  	 	5	 	
Section 7.2	  	Distributions of Cash Flow	  	 	5	 	
Section 7.3	  	Limitation upon Distributions	  	 	5	 	
 
i

TABLE OF CONTENTS
(continued)

 	  	 	  	Page	 	
ARTICLE VIII	  	DISSOLUTION AND TERMINATION	  	 	6	 	
Section 8.1	  	Dissolution	  	 	6	 	
Section 8.2	  	Winding Up, Liquidation and Distribution of Assets	  	 	6	 	
Section 8.3	  	Articles of Dissolution	  	 	6	 	
Section 8.4	  	Effect of Filing of Articles of Dissolution	  	 	6	 	
ARTICLE IX	  	MISCELLANEOUS PROVISIONS	  	 	7	 	
Section 9.1	  	Applicable	  	 	7	 	
Section 9.2	  	Amendments	  	 	7	 	
Section 9.3	  	Headings	  	 	7	 	
Section 9.4	  	Severability	  	 	7	 	
Section 9.5	  	Heirs, Successors and Assigns	  	 	7	 	
Section 9.6	  	Creditors	  	 	7	 	
Section 9.7	  	Counterparts	  	 	7	 	
 
ii

OPERATING AGREEMENT
OF
SEMGROUP EUROPE HOLDING, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into effective as of the 3rd day of January, 2006, by and between SemGroup, L.P., an Oklahoma limited partnership (the “Member”) and SemGroup Europe Holding, L. L. C. (the “Company”).
ARTICLE I
Definitions
Section 1.1 Definitions . The following terms used in this Operating Agreement shall have the following meanings:
“Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq., as amended from time to time.
“Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member.
“Cash Flow” shall mean the gross cash proceeds from the operation of the Company’s business less the portion thereof used to establish Reserves for or to pay Company expenses, debt payments and capital expenditures. “Cash Flow” shall include any net cash proceeds from the sale or disposition of Company property and from the refinancing of indebtedness of the Company, shall be increased by any reduction of Reserves previously established by the Member, and shall not be reduced by depreciation, cost recovery, amortization or similar noncash deductions.
“Certificate of Formation” shall mean the Certificate of Formation of the Company as amended from time to time as filed under the Act, by the Company with the Secretary of State of Delaware.
“Company” shall refer to SemGroup Europe Holding, L.L.C.
“Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.
“Fiscal Year” shall mean the period terminating on December 31 of each year during the term hereof or on such earlier date on which the Member’s taxable year ends.
“Initial Capital Contribution” shall mean the initial contribution to the capital of the Company pursuant to Section 6.1 of this Operating Agreement.
“Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.

“Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of each Fiscal year.
“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
“Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.
ARTICLE II
Formation of Company
Section 2.1 Formation . The Company shall be, or has been, organized as a Delaware limited liability company by executing and filing the Certificate of Formation with Delaware in accordance with and pursuant to the Act. The rights and obligations of the Members, and the affairs of the Company, shall be governed first by the mandatory provisions of the Act, second by the Company’s Certificate of Formation, third by this Agreement and fourth by the optional provisions of the Act. In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence.
Section 2.2 Name . The name of the Company is “SemGroup Europe Holding, L.L.C.”
Section 2.3 Principal Place of Business . The principal place of business of the Company is 6120 South Yale Avenue, Suite 700, Tulsa, Oklahoma 74136. The Company may locate its places of business and registered office at any other place or places as the Member may deem advisable.
Section 2.4 Registered Office and Registered Agent . The registered office and registered agent of the Company in the State of Delaware shall be as stated in the Certificate of Formation. The Company may also maintain offices at such other place or places as the Members deem advisable.
Section 2.5 Term . The term of the Company shall be perpetual, unless the Company is earlier dissolved in accordance with either the provisions of this Operating Agreement or the Act.
Section 2.6 Single Member . LLC. The Company shall have a single member. For federal income tax purposes, the Company will be a disregarded entity.
 
2

ARTICLE III
Business of the Company
Section 3.1 Purpose . The business of the Company shall be to provide gathering, transporting, selling, terminalling and or marketing of petroleum products, and to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
ARTICLE IV
Management of the Company
Section 4.1 Management of the Company . Pursuant to the Certificate of Formation and the Act of the Company and the Act, the Member has the exclusive right to manage the Company’s business. Accordingly, the Member, at times acting through the Management Committee (if appointed hereunder) or acting through officers of the Company (if appointed hereunder): shall have all of the powers of the Company whether derived from law, the Act, the Certificate of Formation, or this Agreement to (i) manage the affairs and business of the Company; (ii) exercise the authority and powers granted to the Company; and (iii) otherwise act in all other matters on behalf of the Company.
Section 4.2 Management Committee . The Member shall have the right to establish and appoint a three (3) member management committee (the “Management Committee”). The Management Committee may exercise any and all powers granted to the Member hereunder. Any action of the Management Committee shall require the affirmative vote of two-thirds (2/3) of the members appointed thereto. A member of the Management Committee shall serve in such position until a successor shall be appointed and qualified; provided, however, that any member of the Management Committee may be removed at any time with or without cause by the Member.
Section 4.3 Officers . The officers of the Company may include a Chief Executive Officer, President, any number of Vice Presidents, Treasurer, Secretary and such other officers as the Member shall designate from time to time. The officers shall be appointed by the Member and shall exercise such powers and perform such duties as are prescribed by the Member. Any number of offices may be held by the same person, as the Member may determine, except that no person may simultaneously hold the offices of President and Secretary. The officers shall hold office for the term for which they were appointed and until their successors are elected and qualified; provided, however, that any officer may be removed at any time with or without cause by the Member.
Section 4.4 Execution of Documents . Any document or instrument of any and every nature, including without limitation, any agreement, contract, deed, promissory note, mortgage or deed of trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate, which is intended to bind the Company or convey or encumber title to its real or personal property shall be valid and binding for all purposes only if executed by the Member or the Company’s officers.
 
3

ARTICLE V
Rights and Obligations of Members
Section 5.1 Limitation of Liability . The Member will not be personally liable for any obligations, liabilities, debts or losses of the Company, whether arising in tort, contract or otherwise, except as otherwise required by law.
Section 5.2 Right to Indemnification . Subject to the limitations and conditions provided in this Article V and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he was or is a Member, an officer of the Company a member of the Management Committee or he was or is the legal representative of or a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a Member, of an officer of the Company or of a member of the Management Committee, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding if such Indemnified Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his conduct was unlawful.
Section 5.3 Survival . Indemnification under this Article V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
Section 5.4 Advance Payment . The right to indemnification conferred by this Article V shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his good faith believe that he has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article V or otherwise.
 
4

Section 5.5 Nonexclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred by this Article V shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Articles of Organization or Operating Agreement, agreements, vote of members or otherwise.
Section 5.6 Savings Clause . If Section 5.2 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE VI
Contributions to the Company
Section 6.1 Member’s Initial Capital Contributions . The Member has contributed in immediately available U.S. funds, or in fair market value of property or services rendered, or a promissory note or other binding obligations to contribute cash or property or to perform services, that amount set forth opposite the Member’s name on Exhibit A hereto, for the number of Units set forth opposite the Member’s name thereon.
Section 6.2 Subsequent Contributions , The Member shall not be obligated to make any Capital Contributions to the Company other than those set forth in Section 6.1 .
ARTICLE VII
Allocations and Distributions
Section 7.1 Allocations of Profits and Losses . All of the Net Profits and Net Losses of the Company for each Fiscal Year shall be allocated to the Member.
Section 7.2 Distributions of Cash Flow . Cash Flow shall be distributed to the Member at such time or times as the Member shall determine in its sole discretion.
Section 7.3 Limitation upon Distributions .
A. No distribution or return of capital contributions may be made and paid if, after the distribution or return of a capital contribution, either:
(i) the Company would be insolvent; or
(ii) the net assets of the Company would be less than zero.
B. The Member may base a determination that a distribution or return of a
 
5

capital contribution may be made under Section 7.3.A. in good faith reliance upon a balance sheet and profit and loss statement of the Company represented to be correct by the person having charge of its books of account or certified by an independent public or certified public accountant or firm of accountants to fairly reflect the financial condition of the Company.
ARTICLE VIII
Dissolution and Termination
Section 8.1 Dissolution .
A. The Company shall be dissolved upon the occurrence of any of the following events:
(i) the entry of a decree of judicial dissolution under the Act;
(ii) pursuant to Section 2.5 hereof;
(iii) by the written agreement of the Member; or
(iv) upon the death, retirement, resignation, court declaration of incompetence, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member.
Section 8.2 Winding Up, Liquidation and Distribution of Assets .
A. If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
(i) sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and
(ii) distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member (or his Representative).
B. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
Section 8.3 Articles of Dissolution . When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, Certificate of Cancellation, as required by the Act, shall be executed and filed.
Section 8.4 Effect of Filing of Certificate of Cancellation . Upon the filing of
 
6

Certificate of Cancellation, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member (or its Representative) shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.
ARTICLE IX
Miscellaneous Provisions
Section 9.1 Applicable , This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules) and specifically the Act.
Section 9.2 Amendments . This Operating Agreement may not be amended except in writing signed by the Member.
Section 9.3 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
Section 9.4 Severability . If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
Section 9.5 Heirs, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Section 9.6 Creditors . None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member.
Section 9.7 Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto, independently of the signature of any other party.
(SIGNATURES ON FOLLOWING PAGE)
 
7

IN WITNESS WHEREOF, the Company and the Member have executed this Operating Agreement on the date first written above.

MEMBER :	
	
SEMGROUP, L.P.	
	
By its General Partner, SemGroup GP, L.L.C.	
		
By:	 	/s/ Gregory C. Wallace	
	 	Name:	 	Gregory C. Wallace	
	 	Title:	 	Vice President and Secretary	
	
COMPANY :	
	
SEMGROUP EUROPE HOLDING, L.L.C.	
	
By its Sole Member, SemGroup L.P., by its	
General Partner SemGroup G.P., L.L.C.	
		
By:	 	/s/ Gregory C. Wallace	
	 	Name:	 	Gregory C. Wallace	
	 	Title:	 	Vice President and Secretary	
 
8

EXHIBIT A

Name and Address	  	Amount of
Contribution	 	  	Number
of Units	 	  	% of Units
Issued	 	
SemGroup, L.P.
6120 South Yale, Suite 700
Tulsa, Oklahoma 74136	  	$	1,000.00	 	  	 	1,000	 	  	 	100	% 	
Total Issued	  				  	 	1,000	 	  	 	100	% 	
Total Outstanding	  				  	 	1,000	 	  				
 
9

Exhibit 3.17
The following articles of organization compiled from the official articles of organization and subsequent amendments.

	  		  	FILED
 
APR 19 2002
 
OKLAHOMA SECRETARY
OF STATE	
ARTICLES OF ORGANIZATION
OF
SEMINOLE GROUP OPERATING G.P., L.L.C.
 
TO:	THE OKLAHOMA SECRETARY OF STATE	
101 State Capitol Building
Oklahoma City, Oklahoma 73105
The undersigned, for the purpose of forming a limited liability company under the Oklahoma Limited Liability Company Act, does hereby execute the following Articles of Organization:
FIRST: The name of the limited liability company is “SEMOPERATING G.P., L.L.C.” (the “ Company ”).
SECOND: The term of the existence of the Company is perpetual.
THIRD: The street address of the principal office and place of business of the Company in the State of Oklahoma is 6120 South Yale, Suite 1500, Tulsa, Oklahoma 74136.
FOURTH: The name and address of the registered agent of the Company in the State of Oklahoma is The Corporation Company, 1833 S Morgan Rd., Oklahoma City, OK 73128.
IN WITNESS WHEREOF, these Articles of Organization have been executed on the 18 th day of April, 2002 by the undersigned.

/s/ Gregory C. Wallace	
Gregory C. Wallace, Organizer	

Exhibit 3.18
The following Operating Agreement is compiled from the actual Operating Agreement and subsequent amendment.
OPERATING AGREEMENT
OF
SEMOPERATING G.P., L.L.C.
(FORMERLY SEMINOLE GROUP OPERATING G.P., L.L.C.)
AN OKLAHOMA LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

 	  	 	  	Page	 	
ARTICLE I	  	DEFINITIONS	  	 	1	 	
			
Section 1.1	  	Definitions	  	 	1	 	
			
ARTICLE II	  	FORMATION OF COMPANY	  	 	2	 	
			
Section 2.1	  	Formation	  	 	2	 	
			
Section 2.2	  	Name	  	 	2	 	
			
Section 2.3	  	Principal Place of Business	  	 	2	 	
			
Section 2.4	  	Registered Office and Registered Agent	  	 	2	 	
			
Section 2.5	  	Term	  	 	2	 	
			
Section 2.6	  	Single Member, L.L.C	  	 	2	 	
			
ARTICLE III	  	BUSINESS OF THE COMPANY	  	 	3	 	
			
Section 3.1	  	Purpose	  	 	3	 	
			
ARTICLE IV	  	MANAGEMENT OF THE COMPANY	  	 	3	 	
			
Section 4.1	  	Management of the Company	  	 	3	 	
			
Section 4.2	  	Execution of Documents	  	 	3	 	
			
Section 4.3	  	Action Without Meeting	  	 	3	 	
			
Section 4.4	  	Officers	  	 	3	 	
			
Section 4.5	  	Term of Office	  	 	3	 	
			
ARTICLE V	  	RIGHTS AND OBLIGATIONS OF MEMBERS	  	 	4	 	
			
Section 5.1	  	Limitation of Liability	  	 	4	 	
			
Section 5.2	  	Right to Indemnification	  	 	4	 	
			
Section 5.3	  	Survival	  	 	4	 	
			
Section 5.4	  	Advance Payment	  	 	4	 	
			
Section 5.5	  	Nonexclusivity of Rights	  	 	5	 	
			
Section 5.6	  	Savings Clause	  	 	5	 	
			
ARTICLE VI	  	CONTRIBUTIONS TO THE COMPANY	  	 	5	 	
			
Section 6.1	  	Member’s Initial Capital Contributions	  	 	5	 	
			
Section 6.2	  	Subsequent Contributions	  	 	5	 	
			
ARTICLE VII	  	ALLOCATIONS AND DISTRIBUTIONS	  	 	5	 	
			
Section 7.1	  	Allocations of Profits and Losses	  	 	5	 	
			
Section 7.2	  	Distributions of Cash Flow	  	 	5	 	
 
i

TABLE OF CONTENTS
(continued)

 	  	 	  	Page	 	
Section 7.3	  	Limitation upon Distributions	  	 	5	 	
		
ARTICLE VIII DISSOLUTION AND TERMINATION	  	 	6	 	
			
Section 8.1	  	Dissolution	  	 	6	 	
			
Section 8.2	  	Winding Up, Liquidation and Distribution of Assets	  	 	6	 	
			
Section 8.3	  	Articles of Dissolution	  	 	6	 	
			
Section 8.4	  	Effect of Filing of Articles of Dissolution	  	 	7	 	
			
ARTICLE IX	  	MISCELLANEOUS PROVISIONS	  	 	7	 	
			
Section 9.1	  	Choice of Law	  	 	7	 	
			
Section 9.2	  	Amendments	  	 	7	 	
			
Section 9.3	  	Headings	  	 	7	 	
			
Section 9.4	  	Severability	  	 	7	 	
			
Section 9.5	  	Heirs, Successors and Assigns	  	 	7	 	
			
Section 9.6	  	Creditors	  	 	7	 	
 
ii

OPERATING AGREEMENT
OF
SEMOPERATING G.P., L.L.C.
AN OKLAHOMA LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of the 19th day of April, 2002, by and between The Seminole Group, Inc., an Oklahoma corporation (the “Member”) and SemOperating G.P., L.L.C. (formerly Seminole Group Operating G.P., L.L.C.) (the “Company”).
ARTICLE I
Definitions
Section 1.1 Definitions . The following terms used in this Operating Agreement shall have the following meanings:
“Act” shall mean the Oklahoma Limited Liability Company Act, as amended from time to time.
“Articles of Organization” shall mean the Articles of Organization of the Company as filed with the Secretary of State of Oklahoma, as amended from time to time.
“Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member.
“Cash Flow” shall mean the gross cash proceeds from the operation of the Company’s business less the portion thereof used to establish Reserves for or to pay Company expenses, debt payments and capital expenditures. “Cash Flow” shall include any net cash proceeds from the sale or disposition of Company property and from the refinancing of indebtedness of the Company, shall be increased by any reduction of Reserves previously established by the Member, and shall not be reduced by depreciation, cost recovery, amortization or similar noncash deductions,
“Company” shall refer to SemOperating G.P., L.L.C.
“Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.
“Fiscal Year” shall mean the period terminating on December 31 of each year during the term hereof or on such earlier date on which the Member’s taxable year ends.
“Initial Capital Contribution” shall mean the initial contribution to the capital of the Company pursuant to Section 6.1 of this Operating Agreement.

“Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.
“Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of each Fiscal year.
“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
“Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.
ARTICLE II
Formation of Company
Section 2.1 Formation . The Company shall be, or has been, organized as an Oklahoma limited liability company by executing and delivering Articles of Organization to the Oklahoma Secretary of State in accordance with and pursuant to the Act.
Section 2.2 Name . The name of the Company is “SemOperating G.P., L.L.C.”
Section 2.3 Principal Place of Business . The principal place of business of the Company is 7506 E. 91st, Suite 200, Tulsa, Oklahoma 74133. The Company may locate its places of business and registered office at any other place or places as the Member may deem advisable
Section 2.4 Registered Office and Registered Agent . The Company’s initial registered office shall be at the office of its registered agent at 320 South Boston, Suite 400, Tulsa, Oklahoma 74103, and the name of its initial registered agent shall be Michael D. Cooke. The registered office and registered agent may be changed by the Member by filing the address of the new registered office and/or the name of the new registered agent with the Oklahoma Secretary of State pursuant to the Act.
Section 2.5 Term . The term of the Company shall be perpetual, unless the Company is earlier dissolved in accordance with either the provisions of this Operating Agreement or the Act.
Section 2.6 Single Member, LLC . The Company shall have a single member. For federal income tax purposes, the Company will be a disregarded entity.
 
2

ARTICLE III
Business of the Company
Section 3.1 Purpose . The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
ARTICLE IV
Management of the Company
Section 4.1 Management of the Company . Pursuant to the Articles of Organization of the Company, the Member has the exclusive right to manage the Company’s business. Accordingly, the Member, at times acting through the Management Committee (if appointed hereunder) or acting through officers of the Company (if appointed hereunder): shall (i) manage the affairs and business of the Company; (ii) exercise the authority and powers granted to the Company; and (iii) otherwise act in all other matters on behalf of the Company.
Section 4.2 Management Committee . The Member shall have the right to establish and appoint a three (3) member management committee (the “Management Committee”). The Management Committee may exercise any and all powers granted to the Member hereunder. Any action of the Management Committee shall require the affirmative vote of two-thirds (2/3) of the members appointed thereto. A member of the Management Committee shall serve in such position until a successor shall be appointed and qualified; provided, however, that any member of the Management Committee may be removed at any time with or without cause by the Member.
Section 4.3 Officers . The Member shall have the right to appoint officers of the Company which may consist of a President, Vice-Presidents and a Secretary. The officers shall be appointed by the Member and shall exercise such powers and perform such duties as are prescribed by the Member. Any number of offices may be held by the same person, as the Member may determine, except that no person may simultaneously hold the offices of President and Secretary. The officers shall hold office for the term for which they were appointed and until their successors are elected and qualified; provided, however, that any officer may be removed at any time with or without cause by the Member.
Section 4.4 Execution of Documents . Any document or instrument of any and every nature, including without limitation, any agreement, contract, deed, promissory note, mortgage or deed of trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate, which is intended to bind the Company or convey or encumber title to its realor personal property shall be valid and binding for all purposes only if executed by the Member, an officer of the Company or a Person to whom the power and authority to bind the Company is delegated.
 
3

ARTICLE V
Rights and Obligations of Members
Section 5.1 Limitation of Liability . The Member will not be personally liable for any obligations, liabilities, debts or losses of the Company, whether arising in tort, contract or otherwise, except as otherwise required by law.
Section 5.2 Right to Indemnification . Subject to the limitations and conditions provided in this Article V and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he was or is a Member, an officer of the Company a member of the Management Committee or he was or is the legal representative of or a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a Member, of an officer of the Company or of a member of the Management Committee, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding if such Indemnified Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his conduct was unlawful.
Section 5.3 Survival . Indemnification under this Article V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
Section 5.4 Advance Payment . The right to indemnification conferred by this Article V shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his good faith believe that he has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article V or otherwise.
 
4

Section 5.5 Nonexclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred by this Article V shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Articles of Organization or Operating Agreement, agreements, vote of members or otherwise.
Section 5.6 Savings Clause . If Section 5.2 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE VI
Contributions to the Company
Section 6.1 Member’s Initial Capital Contributions . The Member has contributed in immediately available U.S. funds, or in fair market value of property or services rendered, or a promissory note or other binding obligations to contribute cash or property or to perform services, that amount set forth opposite the Member’s name on Exhibit A hereto, for the number of Units set forth opposite the Member’s name thereon.
Section 6.2 Subsequent Contributions . The Member shall not be obligated to make any Capital Contributions to the Company other than those set forth in Section 6.1 .
ARTICLE VII
Allocations and Distributions
Section 7.1 Allocations of Profits and Losses . All of the Net Profits and Net Losses of the Company for each Fiscal Year shall be allocated to the Member.
Section 7.2 Distributions of Cash Flow . Cash Flow shall be distributed to the Member at such time or times as the Member shall determine in his sole discretion.
Section 7.3 Limitation upon Distributions .
A. No distribution or return of capital contributions may be made and paid if, after the distribution or return of a capital contribution, either:
 
 	(i)	the Company would be insolvent; or	
 
 	(ii)	the net assets of the Company would be less than Zero.	
B. The Member may base a determination that a distribution or return of a capital contribution may be made under Section 7.3.A. in good faith reliance upon a
 
5

balance sheet and profit and loss statement of the Company represented to be correct by the person having charge of its books of account or certified by an independent public or certified public accountant or firm of accountants to fairly reflect the financial condition of the Company.
ARTICLE VIII
Dissolution and Termination
Section 8.1 Dissolution.
A. The Company shall be dissolved upon the occurrence of any of the following events:
(i) the entry of a decree of judicial dissolution under the Act;
(ii) pursuant to Section 2.5 hereof;
(iii) by the written agreement of the Member; or
(iv) upon the death, retirement, resignation, court declaration of incompetence, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member.
Section 8.2 Winding Up, Liquidation and Distribution of Assets .
A. If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
(i) sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and
(ii) distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member (or his Representative).
B. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
Section 8.3 Articles of Dissolution . When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, articles of dissolution, as required by the act, shall be executed and filed with the Oklahoma Secretary of State.
 
6

Section 8.4 Effect of Filing of Articles of Dissolution . Upon the filing of articles of dissolution with the Oklahoma Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member (or his Representative) shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.
ARTICLE IX
Miscellaneous Provisions
Section 9.1 Choice of Law . This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Oklahoma (other than its conflicts of laws rules) and specifically the Act.
Section 9.2 Amendments . This Operating Agreement may not be amended except in writing signed by the Member.
Section 9.3 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
Section 9.4 Severability . If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
Section 9.5 Heirs, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Section 9.6 Creditors . None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member.
(SIGNATURES ON FOLLOWING PAGE)
 
7

IN WITNESS WHEREOF, the Company and the Member have executed this Operating Agreement on the date first written above.

MEMBER :	
	
THE SEMINOLE GROUP, INC.	
		
By:	 	/s/ Gregory C. Wallace	
	 	Name:	 	Gregory C. Wallace	
	 	Title:	 	Vice President	
	
COMPANY :	
	
THE SEMINOLE GROUP, INC.	
		
By:	 	/s/ Gregory C. Wallace	
	 	Gregory C. Wallace, Vice President	
	
SEMINOLE GROUP OPERATING G.P., L.L.C.	
		
By:	 	/s/ Gregory C. Wallace	
	 	The Seminole Group, Inc., its Manager	
	 	Gregory C. Wallace, Vice President	

EXHIBIT A

Name and Address	  	Amount of
Contribution	  	Number
of Units	 	  	% of Units
Issued	 	
The Seminole Group, Inc.
7506 East 91 st Street, Suite 200
Tulsa, OK 74133	  	5,000.0
5.0
5.0
5.0	  	Shares of Seminole Refined Products, Inc.
Shares of Seminole Oil Pipeline Company
Shares of Seminole Transportation and Gathering, Inc.
Shares of Seminole Oil Pipeline Company	  	 	1,000	 	  	 	100%	 	
Total Issued	  		  		  	 	1,000	 	  	 	100%	 	
Total Outstanding	  		  		  	 	1,000	 	  				

Exhibit 3.19
The following articles of organization are compiled from the official articles of organization and subsequent amendments.
FILED - Oklahoma Secretary of State #3512173991 03/27/2008 16:17
ARTICLES OF ORGANIZATION
OF
SEMMEXICO, L.L.C.
an Oklahoma Limited Liability Company
ARTICLE I
The name of the limited liability company (the “Company”) is:
SemMexico, L.L.C.
ARTICLE II
The Company shall have a perpetual term of existence.
ARTICLE III
The street address of the Company’s principal place of business in the State of Oklahoma is 6120 South Yale, Suite 1500, Tulsa, Oklahoma 74136.
ARTICLE IV
The name and street address of the Company’s resident agent and registered office in the State of Oklahoma is The Corporation Company, 1833 S Morgan Rd., Oklahoma City, Oklahoma 73128.
IN WITNESS WHEREOF, these Articles of Organization have been executed by the undersigned on the 27th day of March, 2008.

/s/ Matthew T. Crook	
Matthew T. Crook	

	  	03/27/2008 03:57 PM
OKLAHOMA SECRETARY OF STATE	

Exhibit 3.20
The following Operating Agreement is compiled from the actual Operating Agreement and subsequent amendment.
OPERATING AGREEMENT
OF
SEMMEXICO, L.L.C.
AN OKLAHOMA LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

 	  	Page	 	
		
ARTICLE I DEFINITIONS	  	 	1	 	
		
Section 1.1 Definitions	  	 	1	 	
		
ARTICLE II FORMATION OF COMPANY	  	 	2	 	
		
Section 2.1 Formation	  	 	2	 	
		
Section 2.2 Name	  	 	2	 	
		
Section 2.3 Principal Place of Business	  	 	2	 	
		
Section 2.4 Registered Office and Registered Agent	  	 	2	 	
		
Section 2.5 Term	  	 	2	 	
		
Section 2.6 Single Member, L.L.C	  	 	2	 	
		
ARTICLE III BUSINESS OF THE COMPANY	  	 	3	 	
		
Section 3.1 Purpose	  	 	3	 	
		
ARTICLE IV MANAGEMENT OF THE COMPANY	  	 	3	 	
		
Section 4.1 Management of the Company	  	 	3	 	
		
Section 4.2 Execution of Documents	  	 	3	 	
		
Section 4.3 Action Without Meeting	  	 	3	 	
		
Section 4.4 Officers	  	 	3	 	
		
Section 4.5 Term of Office	  	 	3	 	
		
ARTICLE V RIGHTS AND OBLIGATIONS OF MEMBERS	  	 	3	 	
		
Section 5.1 Limitation of Liability	  	 	3	 	
		
Section 5.2 Right to Indemnification	  	 	3	 	
		
Section 5.3 Survival	  	 	4	 	
		
Section 5.4 Advance Payment	  	 	4	 	
		
Section 5.5 Nonexclusivity of Rights	  	 	4	 	
		
Section 5.6 Savings Clause	  	 	5	 	
		
ARTICLE VI CONTRIBUTIONS TO THE COMPANY	  	 	5	 	
		
Section 6.1 Member’s Initial Capital Contributions	  	 	5	 	
		
Section 6.2 Subsequent Contributions	  	 	5	 	
 
i

TABLE OF CONTENTS
(continued)

 	  	Page	 	
		
ARTICLE VII ALLOCATIONS AND DISTRIBUTIONS	  	 	5	 	
		
Section 7.1 Allocations of Profits and Losses	  	 	5	 	
		
Section 7.2 Distributions of Cash Flow	  	 	5	 	
		
Section 7.3 Limitation upon Distributions	  	 	5	 	
		
ARTICLE VIII DISSOLUTION AND TERMINATION	  	 	5	 	
		
Section 8.1 Dissolution	  	 	5	 	
		
Section 8.2 Winding Up, Liquidation and Distribution of Assets	  	 	6	 	
		
Section 8.3 Articles of Dissolution	  	 	6	 	
		
Section 8.4 Effect of Filing of Articles of Dissolution	  	 	6	 	
		
ARTICLE IX MISCELLANEOUS PROVISIONS	  	 	6	 	
		
Section 9.1 Choice of Law	  	 	6	 	
		
Section 9.2 Amendments	  	 	6	 	
		
Section 9.3 Headings	  	 	7	 	
		
Section 9.4 Severability	  	 	7	 	
		
Section 9.5 Heirs, Successors and Assigns	  	 	7	 	
		
Section 9.6 Creditors	  	 	7	 	
 
ii

OPERATING AGREEMENT
OF
SEMMEXICO, L.L.C.
AN OKLAHOMA LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT is made and entered into as of the 4 th day of September, 2008, by and between SemMaterials, L.P., an Oklahoma limited partnership (the “Member”), and SemMexico, L.L.C. (the “Company”).
ARTICLE I
Definitions
Section 1.1 Definitions. The following terms used in this Operating Agreement shall have the following meanings:
“Act” shall mean the Oklahoma Limited Liability Company Act, as amended from time to time.
“Articles of Organization” shall mean the Articles of Organization of the Company as filed with the Secretary of State of Oklahoma, as amended from time to time.
“Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member.
“Cash Flow” shall mean the gross cash proceeds from the operation of the Company’s business less the portion thereof used to establish Reserves for or to pay Company expenses, debt payments and capital expenditures. “Cash Flow” shall include any net cash proceeds from the sale or disposition of Company property and from the refinancing of indebtedness of the Company, shall be increased by any reduction of Reserves previously established by the Member, and shall not be reduced by depreciation, cost recovery, amortization or similar noncash deductions.
“Company” shall refer to SemMexico, L.L.C.
“Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.
“Fiscal Year” shall mean the period terminating on December 31 of each year during the term hereof or on such earlier date on which the Member’s taxable year ends.
“Initial Capital Contribution” shall mean the initial contribution to the capital of the Company pursuant to Section 6.1 of this Operating Agreement.

“Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.
“Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of each Fiscal year.
“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
“Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.
ARTICLE II
Formation of Company
Section 2.1 Formation. The Company shall be, or has been, organized as an Oklahoma limited liability company by executing and delivering Articles of Organization to the Oklahoma Secretary of State in accordance with and pursuant to the Act.
Section 2.2 Name. The name of the Company is “SemMexico, L.L.C.”
Section 2.3 Principal Place of Business. The principal place of business of the Company is 6120 South Yale, Suite 700, Tulsa, Oklahoma 74136. The Company may locate its places of business and registered office at any other place or places as the Member may deem advisable.
Section 2.4 Registered Office and Registered Agent. The Company’s registered office shall be at the office of its registered agent at 735 1 st National Building, 120 North Robinson, Oklahoma City, Oklahoma 73102, and the name of its initial registered agent shall be The Corporation Trust Company. The registered office and registered agent may be changed by the Member by filing the address of the new registered office and/or the name of the new registered agent with the Oklahoma Secretary of State pursuant to the Act.
Section 2.5 Term. The term of the Company shall be perpetual, unless the Company is earlier dissolved in accordance with either the provisions of this Operating Agreement or the Act.
Section 2.6 Single Member, LLC. The Company shall have a single member. For federal income tax purposes, the Company will be a disregarded entity.
 
2

ARTICLE III
Business of the Company
Section 3.1 Purpose. The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
ARTICLE IV
Management of the Company
Section 4.1 Manager and Management of the Company. The Member has the exclusive right to manage the Company’s business. Accordingly, the Member, at times acting through the officers (if any) of the Company, shall: (i) manage the affairs and business of the Company; (ii) exercise the authority and powers granted to the Company; and (iii) otherwise act in all other matters on behalf of the Company.
Section 4.2 Execution of Documents. Any document or instrument of any and every nature, including without limitation, any agreement, contract, deed, promissory note, mortgage or deed of trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate, which is intended to bind the Company or convey or encumber title to its real or personal property shall be valid and binding for all purposes only if executed by the Member or by any of the Company’s authorized officers.
Section 4.3 Action Without Meeting. Any action required to be taken by or on behalf of the Company may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the Member.
Section 4.4 Officers. The officers of the Company may include a Chief Executive Officer, President, any number of Vice Presidents, Treasurer, Secretary and such other officers as the Member shall designate from time to time.
Section 4.5 Term of Office. The officers shall hold office for the term for which they were appointed and until their successors are elected and qualified; provided, however, that any officer may be removed at any time with or without cause by the Member.
ARTICLE V
Rights and Obligations of Members
Section 5.1 Limitation of Liability. The Member will not be personally liable for any obligations, liabilities, debts or losses of the Company, whether arising in tort, contract or otherwise, except as otherwise required by law.
Section 5.2 Right to Indemnification. Subject to the limitations and conditions provided in this Article V and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or
 
3

investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person was or is a Member or an officer of the Company or such Person was or is the legal representative of or a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a Member or of an officer of the Company, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding if such Indemnified Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that such Person’s conduct was unlawful.
Section 5.3 Survival. Indemnification under this Article V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
Section 5.4 Advance Payment. The right to indemnification conferred by this Article V shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of such Person’s good faith belief that such Person has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article V or otherwise.
Section 5.5 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred by this Article V shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Articles of Organization or Operating Agreement, agreements, vote of members or otherwise.
Section 5.6 Savings Clause. If Section 5.2 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the lull extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.
 
4

ARTICLE VI
Contributions to the Company
Section 6.1 Member’s Initial Capital Contributions. The Member has contributed in immediately available U.S. funds, or in fair market value of property or services rendered, or a promissory note or other binding obligations to contribute cash or property or to perform services, that amount set forth opposite the Member’s name on Exhibit A hereto, for the number of Units set forth opposite the Member’s name thereon.
Section 6.2 Subsequent Contributions. The Member shall not be obligated to make any Capital Contributions to the Company other than those set forth in Section 6.1.
ARTICLE VII
Allocations and Distributions
Section 7 .1 Allocations of Profits and Losses. All of the Net Profits and Net Losses of the Company for each Fiscal Year shall be allocated to the Member.
Section 7.2 Distributions of Cash Flow. Cash Flow shall be distributed to the Member at such time or times as the Member shall determine in its sole discretion.
Section 7.3 Limitation upon Distributions.
A. No distribution or return of capital contributions may be made and paid if, after the distribution or return of a capital contribution, either:
 
 	(i)	the Company would be insolvent; or	
 
 	(ii)	the net assets of the Company would be less than zero.	
B. The Member may base a determination that a distribution or return of a capital contribution may be made under Section 7.3.A. in good faith reliance upon a balance sheet and profit and loss statement of the Company represented to be correct by the person having charge of its books of account or certified by an independent public or certified public accountant or firm of accountants to fairly reflect the financial condition of the Company.
ARTICLE VIII
Dissolution and Termination
Section 8.1 Dissolution.
A. The Company shall be dissolved upon the occurrence of any of the following events:
 
5

 	(i)	the entry of a decree of judicial dissolution under the Act;	
 
 	(ii)	pursuant to Section 2.5 hereof;	
 
 	(iii)	by the written agreement of the Member; or	
 
 	(iv)	upon the death, retirement, resignation, court declaration of incompetence, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member.	
Section 8.2 Winding Up, Liquidation and Distribution of Assets.
A. If the Company is to be dissolved and its affairs are to be wound up, the Member is directed to:
 
 	(i)	sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and	
 
 	(ii)	distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member (or its Representative).	
B. Upon completion of the winding up, liquidation and distribution of the assets, and the filing of Articles of Dissolution as described in Section 8.3 below, the Company shall be deemed terminated.
Section 8.3 Articles of Dissolution. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, Articles of Dissolution, as required by the act, shall be executed and filed with the Oklahoma Secretary of State.
Section 8.4 Effect of Filing of Articles of Dissolution. Upon the filing of Articles of Dissolution with the Oklahoma Secretary of State, the existence of the Company shall cease.
ARTICLE IX
Miscellaneous Provisions
Section 9.1 Choice of Law. This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Oklahoma (other than its conflicts of laws rules) and specifically the Act.
Section 9.2 Amendments. This Operating Agreement may not be amended except in writing signed by the Member.
 
6

Section 9.3 Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
Section 9.4 Severability. If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
Section 9.5 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Section 9.6 Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member.
(SIGNATURES ON FOLLOWING PAGE)
 
7

IN WITNESS WHEREOF, the Company and the Member have executed this Operating Agreement on the date first written above.

MEMBER:	
	
SemMaterials, L.P.	
By:	 	SemOperating G.P., L.L.C.,	
	 	its general partner	
		
By:	 	/s/ Terrence Ronan	
	 	Terrence Ronan	
	 	President and CEO	
	
COMPANY:	
	
SemMexico, L.L.C.	
By:	 	SemMaterials, L.P., its sole member	
By:	 	SemOperating G.P., L.L.C.,	
	 	its general partner	
		
By:	 	/s/ Terrence Ronan	
	 	Terrence Ronan	
	 	President and CEO	
 
8

EXHIBIT A

Name and Address	  	Amount of
Contribution	 	  	Number
of Units	 	  	% of Units
Issued	 	
SemMaterials, L.P.
6120 South Yale, Suite 700
Tulsa, Oklahoma 74136	  	$	100.00	 	  	 	100	 	  	 	100	% 	
Total Issued	  				  	 	100	 	  	 	100	% 	
Total Outstanding	  				  	 	100	 	  				
 
9

Exhibit 3.21

	  	State of Delaware
Secretary of State
Division of Corporations
Delivered 01:26 PM 05/31/2007
FILED 12:42 PM 05/31/2007
SRV 070650978 - 4361986 FILE	
CERTIFICATE OF FORMATION
OF
SEMDEVELOPMENT, L.L.C.
ARTICLE I
The name of the limited liability company (the “Company”) is:
SemDevelopment, L.L.C.
ARTICLE II
The Company shall have a perpetual term of existence.
ARTICLE III
The name and street address of the Company’s resident agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, this Certificate of Formation has been executed by the undersigned on the 31st day of May, 2007.

/s/ Robert F. Dougherty	
Robert F. Dougherty	
Authorized Person or Organizer	

Exhibit 3.22
FIRST AMENDED AND RESTATED
LIMITED LIABILITY
COMPANY AGREEMENT
OF
SEMDEVELOPMENT, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ A&R LLC Agreement ”) is made and entered into effective as of December 29, 2017, by and between SemGroup Corporation, a Delaware corporation (the “Member”), and SemDevelopment, L.L.C., a Delaware limited liability company (the “Company”).
RECITALS
A. The Company is currently governed by the Limited Liability Company Agreement of the Company, dated as of May 31, 2007, as amended by the First Amendment to Limited Liability Company Agreement of the Company, dated as of May 1, 2012 (the “ Existing LLC Agreement ”).
B. The Company and the Member desire to enter into this A&R LLC Agreement, which shall amend and restate in its entirety the Existing LLC Agreement.
ARTICLE I
Definitions
Section 1.1 Definitions . The following terms used in this A&R LLC Agreement shall have the following meanings: .
“ Act ” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq., as amended from time to time.
“Certificate of Formation” shall mean the Certificate of Formation of the Company as amended from time to time as filed under the Act, by the Company with the State of Delaware.
“Company” shall refer to SemDevelopment, L.L.C.
“Member ” shall mean the party who executed a counterpart of this A&R LLC Agreement as a Member.
ARTICLE II
Formation of Company
Section 2.1 Formation . The Company was organized as a Delaware, limited liability company by executing and filing the Certificate of Formation with Delaware in accordance with

and pursuant to the Act. The rights and obligations of the Members, and the affairs of the Company, shall be governed first by the mandatory provisions of the Act, second by the Company’s Certificate of Formation and third by this A&R LLC Agreement. In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence.
Section 2.2 Name . The name of the Company is “SemDevelopment, L.L.C.”
Section 2.3 Principal Place of Business . The principal place of business of the Company is 6120 South Yale, Suite 1500, Tulsa, Oklahoma 74136. The Company may locate its places of business and registered office at any other place or places as the Member may deem advisable
Section 2.4 Registered Office and Registered Agent . The registered office and registered agent of the Company in the State of Delaware shall be as stated in the Certificate of Formation.
Section 2.5 Term . The term of the Company shall be perpetual, unless the Company is earlier dissolved in accordance with either the provisions of this A&R LLC Agreement or the Act.
Section 2.6 Single Member LLC; Tax Status . The Member owns 100% of the membership interests in the Company. One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary. As long as the Company has only one member, it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company’s tax status as a disregarded entity.
ARTICLE III
Business of the Company
Section 3.1 Purpose . The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
ARTICLE IV
Management of the Company
Section 4.1 Management of the Company . The Member has the exclusive right to manage the Company’s business. Any action taken by the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement. The Member shall have
 
2

all rights and powers of a manager under the Act, and shall have such authority, rights and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this A&R LLC Agreement.
Section 4.2 Management Committee . The Member shall have the right to establish and appoint a management committee (the “Management Committee”). The Management Committee may exercise any and all powers granted to the Member hereunder. A member of the Management Committee shall serve in such position until a successor shall be appointed and qualified; provided, however, that any member of the Management Committee may be removed at any time with or without cause by the Member.
Section 4.3 Officers . The Member shall have the right to appoint officers of the Company with such titles as may be designated by the Member. The officers shall be appointed by the Member and shall exercise such powers and perform such duties as are prescribed by the Member. Each officer shall have the right to delegate to one or more Persons the power and authority to bind the Company, as such officer may deem advisable, by an instrument in writing executed by such officer. Any number of offices may be held by the same person, as the Member may determine, except that no person may simultaneously hold the offices of President and Secretary. The officers shall hold office for the term for which they were appointed and until their successors are elected and qualified; provided, however, that any officer may be removed at any time with or without cause by the Member.
Section 4.4 Execution of Documents . Any document or instrument of any and every nature, including without limitation, any agreement, contract, deed, promissory note, mortgage or deed of trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate, which is intended to bind the Company or convey or encumber title to its real or personal property shall be valid and binding for all purposes only if executed by the Member, an officer of the Company or a Person to whom the power and authority to bind the Company is delegated.
ARTICLE V
Rights and Obligations of Members
Section 5.1 Limitation of Liability . Except as otherwise required in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member or participating in the management of the Company.
Section 5.2 Right to Indemnification . Subject to the limitations and conditions provided in this Article V and in the Act, each Person (“ Indemnified Person ”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“ Proceeding ”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he was or is a Member, an officer of the Company, a member of the Management Committee or he was or is the legal representative of or a manager, director, officer, partner, venturer, proprietor, trustee, employee,
 
3

agent or similar functionary of a Member, of an officer of the Company or of a member of the Management Committee, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding if such Indemnified Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his conduct was unlawful.
Section 5.3 Survival . Indemnification under this Article V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
Section 5.4 Advance Payment . The right to indemnification conferred by this Article V shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article V or otherwise.
Section 5.5 Non-exclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred by this Article V shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), agreements, vote of members or otherwise.
Section 5.6 Savings Clause . If Section 5.2 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.
 
4

ARTICLE VI
Contributions to the Company
Section 6.1 Member’s Initial Capital Contributions . The Member has contributed in immediately available U.S. funds, or in fair market value of property or services rendered, or a promissory note or other binding obligations to contribute cash or property or to perform services, that amount set forth opposite the Member’s name on Exhibit A hereto, for the number of Units set forth opposite the Member’s name thereon.
Section 6.2 Subsequent Contributions . The Member shall not be obligated to make any capital contributions to the Company other than those set forth in Section 6.1.
ARTICLE VII
Allocations and Distributions
Section 7.1 Allocations of Profits and Losses . All items of income, gain, loss, deduction and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction and credit of the Member.
Section 7.2 Distributions . Distributions shall be made to the Member at the times and in the amounts determined by the Member.
Section 7.3 Limitation upon Distributions .
(a) No distribution or return of capital contributions may be made and paid if, after the distribution or return of a capital contribution, either (i) the Company would be insolvent; or (ii) the net assets of the Company would be less than zero.
(b) The Member may base a determination that a distribution or return of a capital contribution may be made under Section 7.3(a) in good faith reliance upon a balance sheet and profit and loss statement of the Company represented to be correct by the person having charge of its books of account or certified by an independent public or certified public accountant or firm of accountants to fairly reflect the financial condition of the Company.
ARTICLE VIII
Dissolution and Liquidation
Section 8.1 Dissolution; Liquidation .
(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.
 
5

(b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.
(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member.
(d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.
ARTICLE IX
Miscellaneous Provisions
Section 9.1 Applicable Law . This A&R LLC Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules).
Section 9.2 Amendments . This A&R LLC Agreement may not be amended except in writing signed by the Member.
Section 9.3 Severabilitv . If any provision of this A&R LLC Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this A&R LLC Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
Section 9.4 Heirs, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Section 9.5 Creditors . None of the provisions of this A&R LLC Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member.
(SIGNATURES ON FOLLOWING PAGE)
 
6

IN WITNESS WHEREOF, the Company and the Member have executed this A&R LLC Agreement on the date first written above.

MEMBER:	
	
SEMGROUP CORPORATION	
			
By:	 		 	/s/ Susan Lindberg	
	 		 	Susan Lindberg	
	 		 	Vice President and General Counsel	
	
COMPANY:	
	
SEMDEVELOPMENT, L.L.C.	
	
By: SemGroup Corporation, its sole member	
			
By:	 		 	/s/ Susan Lindberg	
	 		 	Susan Lindberg	
	 		 	Vice President and General Counsel	
 
7

EXHIBIT A

Name and Address	  	Amount of
Contribution	 	  	Number
of Units	 	  	% of Units
Issued	 	
SemGroup Corporation
6120 South Yale, Suite 1500
Tulsa, Oklahoma 74136	  	$	1,000.00	 	  	 	100	 	  	 	100	% 	
Total Issued	  				  	 	100	 	  	 	100	% 	
Total Outstanding	  				  	 	100	 	  				
 
8

Exhibit 3.23
The following restated articles of organization are compiled from the official restated articles of organization and subsequent amendments.
FILED - Oklahoma Secretary of State #3512242911 08/07/2013
OKLAHOMA Secretary of State Electronic Filing
Restated Articles Of Organization

Document Number 22435880002	  	Submit Date – 8/7/2013	
The undersigned, for the purpose of filing restated articles of organization for an Oklahoma limited liability company, pursuant to the provisions of Title 18, Section 2011, does hereby execute the following restated articles:
The name of the limited liability company is:
MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C.
The date on which the amendment is to be effective, if it is to be effective after the filing date:
The date of filing of the original articles of organization:
8/3/2009
The street address of the principal place of business, wherever located:
6120 SOUTH YALE AVENUE, SUITE 1500
TULSA, OK 74136 USA
The name of the resident agent and the street address of the registered office in the State of Oklahoma is:
THE CORPORATION COMPANY
1833 S MORGAN RD
OKLAHOMA CITY, OK 73128-7004 USA
The term of existence is:
Perpetual

Restated Articles of Organization must be signed by a manager.
Dated: 8/7/2013
I hereby certify that the information provided on this form is true and correct to the best of my knowledge and by attaching the signature I agree and understand that the typed electronic signature shall have the same legal effect as an original signature and is being accepted as my original signature pursuant to the Oklahoma Uniform Electronic Transactions Act, Title 12A Okla. Statutes Section 15-101, et seq.
Exact Business Entity Name:
SEMGAS, L.P., MANAGER, BY SEMOPERATING G.P., L.L.C.

Signature:	 	Title:	
/s/ CANDICE L. CHEESEMAN	 	GENERAL COUNSEL AND SECRETARY	
[End Of Image]

Exhibit 3.24
AMENDED AND RESTATED OPERATING AGREEMENT
OF
MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C.
An Oklahoma Limited Liability Company
This AMENDED AND RESTATED OPERATING AGREEMENT (this “ Agreement ”) of MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C. (the “ Company ”) is adopted, executed and agreed to by the sole Member (as defined below) effective as of August 1, 2013.
RECITALS
A. The Company is currently governed by the Operating Agreement of the Company, dated as of August 3, 2009 (the “ Existing Operating Agreement ”) and executed by Chesapeake Midstream Operating, L.L.C. (“CMC”), as the owner of 100% of the issued and outstanding units in the Company and the sole member of the Company.
B. On December 20, 2012, CMO entered into an Assignment and Assumption Agreement with Chesapeake Midstream Development, L.L.C. (“ CMP ”) whereby CMO conveyed all of CMO’s units and membership interests in the Company to CMD.
C. On July 31, 2013, CMD entered into a Unit Assignment with SemGas, L.P. whereby CMD conveyed all of CMD’s units and membership interests in the Company to SemGas, L.P.
D. SemGas, L.P. desires to enter into this Agreement, which shall amend and restate in its entirety the Existing Operating Agreement, to establish its respective rights and obligations with respect to the Company.
The Member (as defined below) hereby adopts this Agreement as the operating agreement of the Company:
1. Formation. The Company has been formed as an Oklahoma limited liability company under and pursuant to the Oklahoma Limited Liability Company Act (as amended from time to time, the “Act”). The Articles of Organization (the “ Articles ”) were filed on August 3, 2009 with the Secretary of State of the State of Oklahoma. The Interest (as hereinafter defined) of the Member, and the rights and obligations of the Member with respect thereto, are subject to this Agreement and to the provisions of the Act. As used herein, the term “ Interest ” shall mean a membership interest in the Company as provided in this Agreement and under the Act and includes any and all rights and benefits to which the holder thereof may be provided under this Agreement, together with all obligations of such holder to comply with the terms and provisions of this Agreement.
2. Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “Mid-America Midstream Gas Services, L.L.C.”.

3. Term. The Company commenced its existence on the date of the filing of the Articles. The Company shall continue until terminated pursuant to Section 12.
4. Registered Office. The registered office of the Company required by the Act to be maintained in the State of Oklahoma shall be the office of the registered agent named in the Articles, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the registered agent named in the Articles, or such other person as the Member may designate in the manner provided by law.
5. Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. SemGas, L.P., an Oklahoma limited partnership, shall be the sole member of the Company (the “Member”).
7. Contributions. The Member shall hold all of the Interest. The Member is admitted as the sole member of the Company without making a contribution in exchange for the Interest. The Member may, but shall be under no obligation to, contribute amounts to the capital of the Company from time to time.
8. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.
9. Management. The Member shall manage and control the business and affairs of the Company and shall possess all rights and powers which are possessed by “managers” under the Act and otherwise by law. The Member may, from time to time, appoint one or more persons to be officers or authorized representatives of the Company (each, a “ Representative ”) on such terms and conditions as the Member may determine. Any Representative so designated shall have such title and authority and perform such duties as the Member may, from time to time, designate or as are normally associated with such office.
10. Indemnification.
 
 	(a)	To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, (i) the Member, any additional Members, any affiliates of such Members and any Representatives of the Company, (ii) any former Member or Representative and (iii) any member, partner, director, officer, fiduciary or trustee of any person or entity described in clauses (i) and (ii) (collectively, “ Indemnitees ”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in-which any Indemnitee may be involved,-or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent	
 
2

 	jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10, the Indemnitee breached the Indemnitee’s duty of loyalty to the Company or the Member, derived an improper personal benefit, acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 10 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.	
 
 	(b)	To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.	
 
 	(c)	The indemnification provided by this Section 10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.	
 
 	(d)	The Company may purchase and maintain (or reimburse the Member or its affiliates for the cost of) insurance, on behalf of the Member, its affiliates and such other persons or entities as the Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person or entity in connection with the Company’s activities or such person’s or entity’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.	
 
 	(e)	An Indemnitee shall not be denied indemnification in whole or in part under this Section 10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.	
 
 	(f)	The provisions of this Section 10 are for the benefit of the Indemnitees and their heirs, successors, assigns and administrators, and shall not be deemed to create any rights for the benefit of any other person or entity.	
 
 	(g)	No amendment, modification or repeal of this Section 10 any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or	
 
3

 	future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.	
11. Limitation of Liability. The Member shall not be personally liable for any debts, liabilities or obligations of the Company, except for the amount of any distributions made to such Member that must be returned to the Company pursuant to the terms hereof or the Act.
12. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member or (b) any other event or circumstance giving rise to the dissolution of the Company under Section 2037 of the Act, unless the Company’s existence is continued pursuant to the Act.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14. Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.
15. Amendment. This Agreement shall not be amended or modified except by an instrument in writing signed by or on behalf of the Member.
[Signature Page to Follow]
 
4

IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be duly executed as of the day and year first above written.

SEMGAS, L.P.	
	
By: SemOperating G.P., L.L.C., its general partner	
		
By:	 	/s/ Candice L. Cheeseman	
	 	Name:	 	Candice L. Cheeseman	
	 	Title:	 	General Counsel and Secretary	
 
5

Exhibit 3.25

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:30 AM 01/26/2007
FILED 11:25 AM 01/26/2007
SRV 070089445 - 4291421 FILE	 		 		
CERTIFICATE OF FORMATION
OF
SEMCRUDE PIPELINE, L.L.C.
ARTICLE I
The name of the limited liability company (the “Company”) is:
SemCrude Pipeline, L.L.C.
ARTICLE II
The Company shall have a perpetual term of existence.
ARTICLE III
The street address of the Company’s principal place of business in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.
The name and street address of the Company’s resident agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, this Certificate of Formation has been executed by the undersigned on the 26th day of January, 2007.

/s/ W. Deke Canada	
W. Deke Canada	
Authorized Person or Organizer	

Exhibit 3.26
AMENDED AND RESTATED OPERATING AGREEMENT
OF
SEMCRUDE PIPELINE, L.L.C.
WHEREAS, the sole Member (as defined below) wishes to amend and restate the Operating Agreement (this “ Agreement ”) of SemCrude Pipeline, L.L.C. as of August 5, 2016.
1. Formation. SemCrude Pipeline, L.L.C. (the “ Company ”) is a limited liability company organized under the provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “ Act ”). The Certificate of Formation (the “ Certificate ”) was filed on January 27, 2007 with the Secretary of State of the State of Delaware.
2. Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “SemCrude Pipeline, L.L.C.”.
3. Term. The Company commenced its existence on the effective date of the filing of the Certificate. The Company shall continue until terminated pursuant to Section 12.
4. Registered Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate or such other person as the Member may designate in the manner provided by law.
5. Purposes and Permitted Activities. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. Rose Rock Midstream Operating, LLC, a Delaware limited liability company, is the sole member of the Company (the “ Member ”).
7. Contributions. The Member has made contributions to the capital of the Company. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so.
8. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits, and interests in the Company.
9. Management. (a) The powers of the Company shall be exercised, and the business and affairs of the Company shall be managed, by or under the authority of a Board of Directors (the “ Board ”) to be comprised of such number of managers (“ Directors ”) as shall be determined by the Member. The Board shall possess all rights and powers which are possessed by managers under the Act and otherwise by law, pursuant to Section 18-402 of the Act, subject to the provisions of this Agreement. The Board may exercise all such powers of the Company

and do all such lawful acts and things as are not directed or required to be exercised or done by the Member by the Act, the Certificate or this Agreement. The number of Directors shall be three (3); but the number of Directors may be changed by the Member. Effective August 5, 2016, the Directors of the Company shall be Carlin G. Conner, Robert N. Fitzgerald and Timothy O’Sullivan. Directors need not be residents of the State of Delaware or Members of the Company. The Board, in its discretion, may elect a chairman of the Board who shall preside at any meetings of the Board.
(b) The Board may, from time to time, appoint one or more persons to be officers or authorized representatives of the Company (each, a “ Representative ”) on such terms and conditions as the Board may determine. Any Representative so designated shall have such title and authority and perform such duties as the Board may, from time to time, designate or as are normally associated with such office. The following persons are confirmed to the appointed Representatives of the Company as of August 5, 2016:

Carlin G. Conner	  	President and Chief Executive Officer	  		
Robert N. Fitzgerald	  	Senior Vice President and Chief Financial Officer	  		
Timothy O’Sullivan	  	Vice President	  		
Candice L. Cheeseman	  	Vice President and General Counsel	  		
David Minielly	  	Vice President	  		
Tom Sell	  	Vice President, Controller and Chief Accounting Officer	  		
William Gault	  	Secretary	  		
John A. Brigman	  	Assistant Secretary	  		
(c) Except as otherwise agreed by unanimous written consent, (i) all decisions and actions of the Board shall require approval of a majority of the Directors present at a meeting of the Board at which a quorum (defined as a majority of the full Board) is present and (ii) no Director shall have any unilateral right or authority to take any action on behalf of the Company to bind or commit the Company except in such Director’s capacity as an authorized officer of the Company while acting in accordance with such authorization.
10. Indemnification.
(a) No Director shall be liable to the Company for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company if such Director’s conduct shall not have constituted gross negligence or willful misconduct.
(b) To the fullest extent permitted by law, each Director, Member and Representative, and each affiliate of any of the foregoing, (each individually a “ Covered Person ” and collectively, the “ Covered Persons ”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, settlements and other amounts (collectively, “ Losses ”) arising from any and all claims (including attorneys’ fees and expenses, as such fees and expenses are incurred), demands, actions, suits or proceedings (civil, criminal, administrative or investigative), in which such Covered Person may be involved, as a party or otherwise, by reason of the management of the affairs of the Company, whether or not such Covered Person continued to be a Covered Person or involved in management of the affairs of the Company at the time any such liability or expense is paid or incurred; provided that the
 
-2-

Covered Person shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined in a final and non-appealable judgment that such Losses resulted primarily from the gross negligence or willful misconduct of the Covered Person. The termination of a proceeding by judgment, order, settlement or conviction under a plea of nolo contendere, or its equivalent, shall not, of itself, create any presumption that such Losses resulted primarily from the gross negligence or willful misconduct of the Covered Person or that the conduct giving rise to such liability was not in the best interest of the Company. The Company shall also indemnify the Covered Person if the Covered Person is or was a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Covered Person is or was an agent of the Company or any affiliate of the Company and was acting at the request of the Company, against any Losses incurred by the Covered Person in connection with the defense or settlement of such action; provided that the Covered Person shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined in a final and non-appealable judgment that any such Losses resulted from the gross negligence or willful misconduct of the Covered Person. The Company may advance the Covered Person any expenses (including, without limitation, attorneys’ fees and expenses) incurred as a result of any demand, action, suit or proceeding referred to in this paragraph (b) provided that (i) the legal action relates to the performance of duties or services by the Covered Person on behalf of the Company or any affiliate of the Company at the request of the Company; and (ii) the Covered Person provides a written undertaking to repay to the Company the amounts of such advances in the event that the Covered Person is determined to be not entitled to indemnification hereunder.
(c) The indemnification provided pursuant to this Section 10 shall not be deemed to be exclusive of any other rights to which the Covered Persons may be entitled under any agreement, as a matter of law, in equity or otherwise, and shall inure to the benefit of the successors, assigns and administrators of the Covered Persons.
(d) Any indemnification pursuant to this Section 10 shall be payable only from the assets of the Company, it being understood and agreed that the Member shall not be liable for such indemnification and shall have no obligation to contribute or loan any funds or assets to the Company to enable it to effectuate such indemnification.
(e) The Company may purchase and maintain (or reimburse the Member or its affiliates for the cost of) insurance, on behalf of the Member, its affiliates and such other persons or entities as the Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person or entity in connection with the Company’s activities or such person’s or entity’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.
(f) A Covered Person shall not be denied indemnification in whole or in part under this Section 10 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
 
-3-

(g) The provisions of this Section 10 are for the benefit of the Covered Persons and their heirs, successors, assigns and administrators, and shall not be deemed to create any rights for the benefit of any other person or entity.
(h) No amendment, modification or repeal of this Section 10 any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Covered Person to be indemnified by the Company, nor the obligations of the Company to indemnify any such Covered Person under and in accordance with the provisions of this Section 10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
11. Limitation of Liability. The Member shall not be personally liable for any debts, liabilities or obligations of the Company, except for the amount of any distributions made to such Member that must be returned to the Company pursuant to the terms hereof or the Act. No Director, by reason of his or her acting as a Director of the Company, shall be obligated personally for any debts, obligations or liabilities of the Company.
12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) or (5) of the Act) will cause the Company to dissolve.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14 Subject to All Laws. The provisions of this Agreement shall be subject to all valid and applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the event that any of the provisions of this Agreement are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed modified accordingly, and, as so modified, to continue in full force and effect.
15 Amendment. This Agreement shall not be amended or modified except by an instrument in writing signed by or on behalf of the Member.
[Signature Page Follows]
 
-4-

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first above written.

MEMBER:	
	
ROSE ROCK MIDSTREAM OPERATING, LLC	

By:	 	/s/ Candice L. Cheeseman	
			
Name: Candice L. Cheeseman	
Title: Vice President and General Counsel	

Exhibit 3.27
FILED - Oklahoma Secretary of State #3512356819 05/01/2012
OKLAHOMA Secretary of State Electronic Filing
ARTICLES OF ORGANIZATION
DOMESTIC LIMITED LIABILITY COMPANY

Document Number: 19098110002	  	Submit Date: 5/1/2012	
LIMITED LIABILITY COMPANY NAME
The name of the Limited Liability Company is:
WATTENBERG HOLDING, LLC
PRINCIPAL PLACE OF BUSINESS ADDRESS
6120 SOUTH YALE AVENUE, SUITE 1500
TULSA, OK 74136 USA
EFFECTIVE DATE
Effective Date:
Same as filing date.
DURATION
Perpetual
REGISTERED AGENT AND REGISTERED OFFICE ADDRESS
Agent Name
THE CORPORATION COMPANY
Address
1833 SOUTH MORGAN ROAD
OKLAHOMA CITY, OK 73128 USA
ATTACHMENTS

File Label	  	File Name and Path	
SIGNATURE
I hereby certify that the information provided on this form is true and correct to the best of my knowledge and by attaching the signature I agree and understand that the typed electronic signature shall have the same legal effect as an original signature and is being accepted as my original signature pursuant to the Oklahoma Uniform Electronic Transactions Act, Title 12A Okla. Statutes Section 15-101, et seq.
Dated - 5/1/2012
Signature Names
/s/ TEENA S. KAUSER
[End Of Image]

Exhibit 3.28
OPERATING AGREEMENT
OF
WATTENBERG HOLDING, LLC
This Operating Agreement (this “Agreement”) of Wattenberg Holding, LLC, an Oklahoma limited liability company (the “Company”), dated as of February 13, 2015, is made by and between Rose Rock Midstream Operating, LLC (the “Member”), as the sole member of the Company, and the Company. This Agreement amends and restates in its entirety the Operating Agreement of the Company dated as of May 1, 2012.
The parties hereby adopt this Agreement as the operating agreement of the Company:
1. Formation . The Member hereby confirms and ratifies the formation of the Company pursuant to the filing of the Articles of Organization of Wattenberg Holding, LLC (the “Articles of Organization”) with the Secretary of State of the State of Oklahoma on May 1, 2012. The Interest (as hereinafter defined) of the Member, and the rights and obligations of the Member with respect thereto, are subject to this Agreement and to the provisions of the Oklahoma Limited Liability Company Act, as amended (the “Act”). As used herein, the term “Interest” shall mean a membership interest in the Company as provided in this Agreement and under the Act and includes any and all rights and benefits to which the holder thereof may be provided under this Agreement, together with all obligations of such holder to comply with the terms and provisions of this Agreement.
2. Purpose . The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.
3. Management . The business and affairs of the Company shall be managed and governed in all respects by one Manager (the “Manager”). The Manager shall be appointed by, and shall be subject to removal by, the Member. The Manager as of the date hereof shall be Rose Rock Midstream Operating, LLC. The Manager shall, in its sole discretion and without the need for any approval, execute agreements, contracts and other instruments on behalf of the Company, incur and/or guaranty debt on behalf of the Company, grant liens on the Company’s assets and sell and/or purchase Company assets.
4. Liability of Member . Except as otherwise provided in the Act, the Member shall not be personally liable for any debt, obligation or liability of the Company, whether arising in contract or otherwise, by reason of being a member of the Company. Failure to observe formalities or requirements of this Agreement, the Articles of Organization, or the Act shall not be grounds for imposing personal liability on the Member for the liabilities of the Company.
5. Interest; Capital Contribution . The Member shall hold all of the Interest. The Member is admitted as the sole member of the Company without making a capital contribution in exchange for the Interest. The Member may, but shall be under no obligation to, contribute amounts to the capital of the Company from time to time. The Company may not issue any additional Interest to any third party.

6. Transfers . The Member may at any time and from time to time transfer all or any portion of, or rights in, the Interest. If the Member transfers all of the Interest, the transferee shall automatically be admitted to the Company as a member, provided that the transferee executes and delivers to the Company a counterpart of this Agreement.
7. Distributions . Distributions shall be made by the Company to the Member in such amounts and at such times as the Manager may determine from time to time; provided , however , that no distributions shall be made pursuant to this Section 7 to the extent that, after the distribution is made, the liabilities of the Company (other than liabilities for which recourse of creditors is limited to specific assets of the Company) would exceed the Manager’s good faith determination of the fair market value of the Company’s assets (net of any liabilities to which those assets may be subject). Notwithstanding the foregoing, distributions in liquidation of the Company shall be made in the manner set forth in Section 8 hereof.
8. Dissolution of the Company . Upon the approval of the Member to dissolve the Company, the Company shall be dissolved and liquidated in accordance with the provisions of this Section 8 and applicable law. At the time the Company is dissolved and liquidated, the business and affairs of the Company shall be wound up and liquidated by a liquidating trustee to be appointed by the Member (the “Liquidator”) as expeditiously as business circumstances will permit in an orderly and business-like manner and in accordance with applicable law. Unless instructed by the Member to distribute assets owned by the Company in kind to the Member after the satisfaction of the items set forth in clauses (a)-(c) below, to the extent feasible, the assets of the Company shall be sold or otherwise reduced to cash, and distributed, except as otherwise provided by law, in the following manner and order: (a) to the payment of the expenses of the winding-up, liquidation and dissolution of the Company; (b) to pay all creditors of the Company, other than the Member, either by the payment thereof or the making of reasonable provision therefor; and (c) to establish reserves, in amounts established by the Liquidator, to meet other liabilities of the Company. The remaining assets of the Company shall be distributed to the Member.
9. Indemnity . No Member or Manager of the Company shall be liable in damages to the Member or the Company for any act or omission to act if such conduct does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, knowing violation of law, or a transaction from which he or she derived an improper personal benefit. In any action or proceeding in which any Member or Manager is a party by virtue of his or her status as a Member or Manager, the Company shall, solely from Company assets, indemnify the Member or Manager against all liabilities incurred by him or her in connection therewith, so long as his or her act or omission does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, knowing violation of law, or a transaction from which such person derived an improper personal benefit. These indemnification rights shall be in addition to any other rights and remedies to which the Member or Manager shall be entitled.
10. Entire Agreement; Amendments . This Agreement sets forth the entire operating agreement of the Company. This Agreement may be modified or amended by written instrument referring to this Agreement and executed by the Member and the Company.
 
2

11. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.
IN WITNESS WHEREOF, the Member has executed this Agreement as of the day first above written.

MEMBER:	 	COMPANY:	
		
	 	WATTENBERG HOLDING, LLC	
		
ROSE ROCK MIDSTREAM OPERATING, LLC	 	ROSE ROCK MIDSTREAM OPERATING, LLC, Manager	

By:	 	/s/ Candice L. Cheeseman	 		 	By:	 	/s/ Candice L. Cheeseman	 		
							
Name:	 	Candice L. Cheeseman	 	Name:	 	Candice L. Cheeseman	
Title:	 	General Counsel and Secretary	 	Title:	 	General Counsel and Secretary	
 
3

Exhibit 3.29
The following certificate is compiled from the official certificate and subsequent amendments.
FILED - Oklahoma Secretary of State #3512354817 04/16/2012
OKLAHOMA Secretary of State Electronic Filing
ARTICLES OF ORGANIZATION
DOMESTIC LIMITED LIABILITY COMPANY
Document Number: 18994510002            Submit Date: 4/16/2012
LIMITED LIABILITY COMPANY NAME
The name of the Limited Liability Company is:
GLASS MOUNTAIN HOLDING, LLC
PRINCIPAL PLACE OF BUSINESS ADDRESS
6120 S. YALE AVENUE, SUITE 1500
TULSA, OK 74136 USA
EFFECTIVE DATE
Effective Date:
Same as filing date.
DURATION
Perpetual
REGISTERED AGENT AND REGISTERED OFFICE ADDRESS
Agent Name
THE CORPORATION COMPANY
Address
1833 S. MORGAN ROAD
OKLAHOMA CITY, OK 73128 USA
ATTACHMENTS

File Label	  	File Name and Path	
SIGNATURE
I hereby certify that the information provided on this form is true and correct to the best of my knowledge and by attaching the signature I agree and understand that the typed electronic signature shall have the same legal effect as an original signature and is being accepted as my original signature pursuant to the Oklahoma Uniform Electronic Transactions Act, Title 12A Okla. Statutes Section 15-101, et seq.
Dated - 4/16/2012
Signature Names
/s/ TEENA S. KAUSER
[End Of Image]

Exhibit 3.30
AMENDED AND RESTATED OPERATING AGREEMENT
OF
GLASS MOUNTAIN HOLDING, LLC
This Amended and Restated Operating Agreement (this “Agreement”) of Glass Mountain Holding, LLC, an Oklahoma limited liability company (the “Company”), dated as of February 13, 2015, is made by and between Rose Rock Midstream Operating, LLC (the “Member”), as the sole member of the Company, and the Company. This Agreement amends and restates in its entirety the Operating Agreement of the Company dated as of April 16, 2012.
The parties hereby adopt this Agreement as the operating agreement of the Company:
1. Formation . The Member hereby confirms and ratifies the formation of the Company pursuant to the filing of the Articles of Organization of Glass Mountain Holding, LLC (the “Articles of Organization”) with the Secretary of State of the State of Oklahoma on April 16, 2012. The Interest (as hereinafter defined) of the Member, and the rights and obligations of the Member with respect thereto, are subject to this Agreement and to the provisions of the Oklahoma Limited Liability Company Act, as amended (the “Act”). As used herein, the term “Interest” shall mean a membership interest in the Company as provided in this Agreement and under the Act and includes any and all rights and benefits to which the holder thereof may be provided under this Agreement, together with all obligations of such holder to comply with the terms and provisions of this Agreement.
2. Purpose . The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.
3. Management . The business and affairs of the Company shall be managed and governed in all respects by one Manager (the “Manager”). The Manager shall be appointed by, and shall be subject to removal by, the Member. The Manager as of the date hereof shall be Rose Rock Midstream Operating, LLC. The Manager shall, in its sole discretion and without the need for any approval, execute agreements, contracts and other instruments on behalf of the Company, incur and/or guaranty debt on behalf of the Company, grant liens on the Company’s assets and sell and/or purchase Company assets.
4. Liability of Member . Except as otherwise provided in the Act, the Member shall not be personally liable for any debt, obligation or liability of the Company, whether arising in contract or otherwise, by reason of being a member of the Company. Failure to observe formalities or requirements of this Agreement, the Articles of Organization, or the Act shall not be grounds for imposing personal liability on the Member for the liabilities of the Company.
5. Interest; Capital Contribution . The Member shall hold all of the Interest. The Member is admitted as the sole member of the Company without making a capital contribution in exchange for the Interest. The Member may, but shall be under no obligation to, contribute amounts to the capital of the Company from time to time. The Company may not issue any additional Interest to any third party.

6. Transfers . The Member may at any time and from time to time transfer all or any portion of, or rights in, the Interest. If the Member transfers all of the Interest, the transferee shall automatically be admitted to the Company as a member, provided that the transferee executes and delivers to the Company a counterpart of this Agreement.
7. Distributions . Distributions shall be made by the Company to the Member in such amounts and at such times as the Manager may determine from time to time; provided , however , that no distributions shall be made pursuant to this Section 7 to the extent that, after the distribution is made, the liabilities of the Company (other than liabilities for which recourse of creditors is limited to specific assets of the Company) would exceed the Manager’s good faith determination of the fair market value of the Company’s assets (net of any liabilities to which those assets may be subject). Notwithstanding the foregoing, distributions in liquidation of the Company shall be made in the manner set forth in Section 8 hereof.
8. Dissolution of the Company . Upon the approval of the Member to dissolve the Company, the Company shall be dissolved and liquidated in accordance with the provisions of this Section 8 and applicable law. At the time the Company is dissolved and liquidated, the business and affairs of the Company shall be wound up and liquidated by a liquidating trustee to be appointed by the Member (the “Liquidator”) as expeditiously as business circumstances will permit in an orderly and business-like manner and in accordance with applicable law. Unless instructed by the Member to distribute assets owned by the Company in kind to the Member after the satisfaction of the items set forth in clauses (a)-(c) below, to the extent feasible, the assets of the Company shall be sold or otherwise reduced to cash, and distributed, except as otherwise provided by law, in the following manner and order: (a) to the payment of the expenses of the winding-up, liquidation and dissolution of the Company; (b) to pay all creditors of the Company, other than the Member, either by the payment thereof or the making of reasonable provision therefor; and (c) to establish reserves, in amounts established by the Liquidator, to meet other liabilities of the Company. The remaining assets of the Company shall be distributed to the Member.
9. Indemnity . No Member or Manager of the Company shall be liable in damages to the Member or the Company for any act or omission to act if such conduct does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, knowing violation of law, or a transaction from which he or she derived an improper personal benefit. In any action or proceeding in which any Member or Manager is a party by virtue of his or her status as a Member or Manager, the Company shall, solely from Company assets, indemnify the Member or Manager against all liabilities incurred by him or her in connection therewith, so long as his or her act or omission does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, knowing violation of law, or a transaction from which such person derived an improper personal benefit. These indemnification rights shall be in addition to any other rights and remedies to which the Member or Manager shall be entitled.
10. Entire Agreement; Amendments . This Agreement sets forth the entire operating agreement of the Company. This Agreement may be modified or amended by written instrument referring to this Agreement and executed by the Member and the Company.
 
2

11. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.
IN WITNESS WHEREOF, the Member has executed this Agreement as of the day first above written.

MEMBER:
 
ROSE ROCK MIDSTREAM OPERATING, LLC	  		  	COMPANY:
 
GLASS MOUNTAIN HOLDING, LLC
 
ROSE ROCK MIDSTREAM OPERATING, LLC, MANAGER	
					
By:	  	/s/ Candice L. Cheeseman	  		  	By:	  	/s/ Candice L. Cheeseman	
Name:	  	Candice L. Cheeseman	  		  	Name:	  	Candice L. Cheeseman	
Title:	  	General Counsel and Secretary	  		  	Title:	  	General Counsel and Secretary	
 
3

Exhibit 3.31
The following certificate is compiled from the official certificate and subsequent amendments.
FILED - Oklahoma Secretary of State #3312052254 10/28/2004 14:33
10/28/2004    2:12 PM
OKLAHOMA SECRETARY OF STATE
OKLAHOMA
CERTIFICATE
OF
LIMITED PARTNERSHIP
 
TO:	OKLAHOMA SECRETARY OF STATE	
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405) 522-4560
The undersigned, for the purpose of forming a limited partnership under the provisions of 54 O.S., Section 309, do hereby execute and file this Certificate of Limited Partnership:
 
1.	A. The name of the limited partnership is:	

SemMaterials, L.P.	
( Please Note : The name of the limited partnership MUST contain the words LIMITED PARTNERSHIP or the abbreviations L.P. or LP)	
 
2.	The address of the office in the State of Oklahoma at which the limited partnership records shall be kept:	

6120 South Yale, Suite 1500	  	Tulsa, OK	  	74136	
Street Address
(P.O. Boxes are NOT acceptable.)	  	City	  	Zip Code	
 
3.	The name of the registered agent and the street address of the registered office in the State of Oklahoma is:	

The Corporation Company	  	1833 S Morgan Rd. Oklahoma City	  	73128	
Name	  	Street Address                City
(P.O. Boxes are  NOT  acceptable.)	  	Zip Code	
 
4.	The name and business address of ALL general partners:	

Name	  	Address	  	City	  	State	  	Zip Code	
SemOperating G.P., L.L.C.	  	6120 South Yale, Suite 1500	  	Tulsa	  	OK	  	74136	

5.	The term of existence: perpetual	
 
6.	Any other matters the general partners determine to include:	
SIGNATURES OF ALL GENERAL PARTNERS
Signed and dated this 27 th day of October, 2004.

	 		 	SemOperating G.P., L.L.C., general partner	

 	 		 	/s/ Gregory C. Wallace	
Signature	 		 	Signature	
(List title if applicable                      )	 		 	(List title if applicable Vice President and Secretary	

 	 		 	Gregory C. Wallace	
(Type or Print Name)	 		 	(Type or Print Name)	
Note : The certificate must be signed by all general partners. A certificate being signed on behalf of a corporation shall be signed by the president or by a vice-president and shall not be required to be attested or sealed. (54.O.S., Section 312.A.1 & A.4)

Exhibit 3.32
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SEMMATERIALS, L.P.
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMMATERIALS, L.P., dated as of December 29, 2017 (this “A&R Partnership Agreement”), is adopted, executed and agreed to by SemOperating G.P., L.L.C., an Oklahoma limited liability company, as General Partner, and SemGroup Corporation, a Delaware corporation, as Limited Partner.
RECITALS
A. The Partnership is currently governed by the Agreement of Limited Partnership of the Partnership, dated as of October 28, 2004, as amended by the First Amendment to the Agreement of Limited Partnership of the Partnership, dated as of April 27, 2005 (the “Existing Partnership Agreement”).
B. The Partners desire to enter into this A&R Partnership Agreement, which shall amend and restate in its entirety the Existing Partnership Agreement, to establish the respective rights and obligations of the Partners with respect to the Partnership.
ARTICLE I
DEFINITIONS
The following terms used in this Agreement shall have the following meanings:
“A&R Partnership Agreement” has the meaning assigned to it in the Preamble hereof.
“Amended Certificate of Limited Partnership” means the Amended Certificate of Limited Partnership filed with the Secretary of State of the State of Oklahoma as described in the first sentence of Section 2.5, as amended or restated from time to time.
“Covered Person” has the meaning assigned to it in Article X hereof.
“Existing Partnership Agreement” has the meaning assigned to it in Recital A hereof.
“Oklahoma Act” means the Oklahoma Uniform Limited Partnership Act of 2010, as amended from time to time, and any successor to such act.
“General Partner” means SemOperating G.P., L.L.C., an Oklahoma limited liability company, in its capacity as the general partner of the Partnership, and any successor to SemOperating G.P., L.L.C., as general partner.
“Limited Partner” means SemGroup Corporation, a Delaware corporation, acting as a limited partner of the Partnership, and any other limited partner admitted to the Partnership from time to time.

“Partner” means the General Partner or any Limited Partner.
“Partnership” means SemMaterials, L.P., an Oklahoma limited partnership.
“Percentage Interest” means, with respect to any Partner, the percentage of cash contributed by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to the Partnership.
ARTICLE II
ORGANIZATIONAL MATTERS
Section 2.1 Formation. Subject to the provisions of the Existing Partnership Agreement, the predecessors to the General Partner and the Limited Partner formed the Partnership as a limited partnership pursuant to the provisions of the Oklahoma Act. The General Partner and the Limited Partner hereby enter into this A&R Partnership Agreement to set forth the continuing rights and obligations of the Partners and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Oklahoma Act.
Section 2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, “SemMaterials, L.P.”
Section 2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at 6120 South Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable.
(b) The address of the Partnership’s registered office in the State of Oklahoma shall be The Corporation Company, 1833 South Morgan Road, Oklahoma City, Oklahoma, 73128-0000. The name of the Partnership’s registered agent for service of process in the State of Oklahoma at such address is The Corporation Company.
Section 2.4 Term. The Partnership shall continue until terminated pursuant to Article VIII.
Section 2.5 Certificate of Limited Partnership. An Amended Certificate of Limited Partnership of the Partnership has been filed with the Secretary of State of the State of Oklahoma as required by the Oklahoma Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the State of Oklahoma and any state in which the Partnership may elect to do business in the future. The General Partner shall thereafter file any necessary further amendments to the Amended Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have limited liability) under the laws of Oklahoma and any state or jurisdiction in which the Partnership does business or may elect to do business.
 
2

Section 2.6 Partnership Interests. As of the date hereof, the General Partner has a 0.5% general partner Percentage Interest and the Limited Partner shall have a 99.5% limited partner Percentage Interest.
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Oklahoma Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS
Except as otherwise required by law or agreed to by all of the Partners, no Partner shall be required to make any additional capital contributions to the Partnership.
ARTICLE V
CAPITAL ACCOUNTS; ALLOCATIONS
Section 5.1 Capital Accounts. The Partnership shall maintain a capital account for each of the Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and as determined by the General Partner as consistent therewith.
Section 5.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests, except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto.
Section 5.3 Distributions. From time to time, the General Partner shall review the Partnership’s accounts to determine whether distributions are appropriate. The General Partner may make such cash distributions as it, in its sole discretion, may determine without being limited to current or accumulated income or gains from any Partnership funds, including, without limitation, Partnership revenues, capital contributions or borrowed funds. In its sole discretion, the General Partner may also distribute to the Partners other Partnership property, or other securities of the Partnership or other entities. All distributions by the General Partner shall be made in accordance with the Percentage Interests of the Partners.
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.
 
3

ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall not be liable for the debts, liabilities, contracts or other obligations of the Partnership.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
Section 8.1 Dissolution . The Partnership shall be dissolved, and its affairs shall be wound up, upon (l)the election of the General Partner to do so; (2) the entry of a decree of judicial dissolution of the Partnership; or (3) any other event or circumstance giving rise to the dissolution of the Partnership under the Delaware Act, unless the Partnership’s existence is continued pursuant to the Delaware Act.
Section 8.2 Wind-up . Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the Partnership shall be applied in the following order of priority:
(a) first, in discharge of (i) all claims of creditors of the Partnership who are not Partners and (ii) all expenses of liquidation;
(b) second, to the pro rata payment of all claims of Partners for advances to the Partnership; and
(c) finally, any remaining assets shall be distributed to the Partners in accordance with their final capital account balances.
During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this A&R Partnership Agreement. Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a statement of cessation with the Office of the Secretary of State of the State of Oklahoma in accordance with the Oklahoma Act.
ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this A&R Partnership Agreement without the consent of the Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.
 
4

ARTICLE X
INDEMNIFICATION
To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless the General Partner and its members, managers, partners, officers, directors, agents and employees (each, a “Covered Person”) against any and all costs, losses, damages, liabilities, including legal fees and other expenses suffered or sustained by it by reason of (i) any act or omission arising out of or in connection with the Partnership or this A&R Partnership Agreement, or (ii) any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative), actual or threatened, in which such Covered Person may be involved, as a party or otherwise, arising out or in connection with such Covered Person’s service to or on behalf or, or management of the affairs or assets of, the Partnership, or which relate to the Partnership, provided that the Covered Person’s acts, omissions or alleged acts or omissions were not made in bad faith or did not constitute gross negligence or reckless misconduct, intentional misconduct or a knowing violation of law and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partner shall not have any personal liability to the General Partner on account of such loss, damage or expense.
ARTICLE XI
GENERAL PROVISIONS
Section 11.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited Partner shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3(a).
Section 11.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Section 11.3 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
Section 11.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.
Section 11.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oklahoma.
 
5

IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the Limited Partner as of the date first above written.

GENERAL PARTNER:	
	
SemOperating G.P., L.L.C.	
		
By:	 	/s/ Susan Lindberg	
	 	Susan Lindberg	
	 	Vice President and General Counsel	
	
LIMITED PARTNER:	
	
SemGroup Corporation	
		
By:	 	/s/ Susan Lindberg	
	 	Susan Lindberg	
	 	Vice President and General Counsel	
 
6

Exhibit 5

 
					
	 		 	Conner & Winters, LLP
4000 One Williams Center | Tulsa, OK 74172-0148
p (918) 586-5711 | f (918) 586-8982 | cwlaw.com	
January 8, 2018
SemGroup Corporation
Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
 
 	Re:	$325,000,000 Aggregate Principal Amount	
 	 	of 6.375% Senior Notes due 2025	
Gentlemen:
We have acted as counsel to SemGroup Corporation, a Delaware corporation (the “Company”), in connection with the issuance by the Company of up to $325,000,000 aggregate principal amount of 6.375% Senior Notes due 2025 (the “New Notes”) and the guarantees of the New Notes (the “Guarantees”) by Rose Rock Finance Corporation, a Delaware corporation, Rose Rock Midstream Operating, LLC, a Delaware limited liability company, Rose Rock Midstream Energy GP, LLC, a Delaware limited liability company, Rose Rock Midstream Crude, L.P., a Delaware limited partnership, Rose Rock Midstream Field Services, LLC, a Delaware limited liability company, SemGas, L.P., an Oklahoma limited partnership, SemGroup Europe Holding, L.L.C., a Delaware limited liability company, SemOperating G.P., L.L.C., an Oklahoma limited liability company, SemMexico, L.L.C., an Oklahoma limited liability company, SemDevelopment, L.L.C., a Delaware limited liability company, Mid-America Midstream Gas Services, L.L.C., an Oklahoma limited liability company, SemCrude Pipeline, L.L.C., a Delaware limited liability company, Wattenberg Holding, LLC, an Oklahoma limited liability company, Glass Mountain Holding, LLC, an Oklahoma limited liability company, and SemMaterials, L.P., an Oklahoma limited partnership (collectively, the “Guarantors”), under an Indenture dated as of March 15, 2017 (the “Indenture”), between the Company, the Guarantors and Wilmington Trust, National Association, and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 8, 2018 (the “Registration Statement”). The New Notes and the Guarantees will be issued in exchange for the Company’s outstanding 6.375% Senior Notes due 2025 issued on March 15, 2017 and the related guarantees on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with the respect to the issuance of the New Notes and the Guarantees.
In connection with our rendering of the opinion contained herein, we have examined: (i) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Indenture; and (iii) such other proceedings, documents, records and matters as we have deemed necessary or appropriate to enable us to render the opinion set forth below.

Austin, TX | Dallas, TX | Houston, TX | NW Arkansas | Oklahoma City, OK | Tulsa, OK | Washington, DC

Page 2
 
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto (other than the Company and the Guarantors) had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties (other than the Company and the Guarantors) of such documents, and, as to parties other than the Company and the Guarantors, the validity and binding effect on such parties.
Our opinion set forth below is limited to the laws of the State of New York and the State of Oklahoma, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnerships Act. We do not express any opinion herein concerning the laws of any other jurisdiction.
In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the New Notes and Guarantees will be issued in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. The New Notes, when delivered by the Company in the manner contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
2. The Guarantees, when delivered by the respective Guarantors in the manner contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
We express no opinion as to the validity, binding effect or enforceability of any provision of the New Notes or the Guarantees which purport to: (i) give the right of specific performance; (ii) alter rules of civil procedure or evidence; (iii) waive defenses, rights, notices, remedies and/or demands absent a showing of clear intent and knowing waiver or to the extent such rights are not waivable under statute or pursuant to public policy; (iv) create and govern a trustee or creditor in possession status; (v) create indemnities or exculpate a party from liability for its own willful misconduct or gross negligence or where such indemnification or exculpation is contrary to public policy or prohibited by law; (vi) prevent the modification of written documents by oral agreements; (vii) provide for recovery of attorneys’ fees or other expenses of enforcement; (viii)

Page 3
 
provide for additional interest after default or any other provision imposing charges, fees or other amounts not reasonably related to the costs incurred by the payee and which in any such case are held to be a penalty or forfeiture (including, without limitation, any prepayment penalties or premium); or (ix) provide for severability of contractual provisions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

Yours very truly,	
	
CONNER & WINTERS, LLP	
	
/s/ Conner & Winters, LLP	

Exhibit 12.1

SemGroup Corporation	
Computation of Ratio of Earnings to Fixed Charges	
(dollars in thousands)	

 	  	Nine Months
Ended
September 30,
2017	 	 	Year Ended
December 31,
2016	 	 	Year Ended
December 31,
2015	 	 	Year Ended
December 31,
2014	 	  	Year Ended
December 31,
2013	 	 	Year Ended
December 31,
2012	 	
Pretax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees	  	$	(105,509	) 	 	$	(49,185	) 	 	$	(11,425	) 	 	$	5,352	 	  	$	(30,851	) 	 	$	(9,156	) 	
Add:	  				 				 				 				  				 				
Fixed Charges	  	 	79,176	 	 	 	84,617	 	 	 	76,319	 	 	 	55,653	 	  	 	30,275	 	 	 	12,514	 	
Amortizaton of capitalized interest	  	 	2,646	 	 	 	2,319	 	 	 	1,986	 	 	 	1,893	 	  	 	1,838	 	 	 	1,762	 	
Cash distributions from equity investees	  	 	70,902	 	 	 	104,168	 	 	 	119,542	 	 	 	96,995	 	  	 	75,897	 	 	 	53,730	 	
Subtract:	  				 				 				 				  				 				
Capitalized interest	  	 	15,430	 	 	 	16,973	 	 	 	1,471	 	 	 	1,201	 	  	 	1,341	 	 	 	809	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Pretax income as adjusted	  	$	31,785	 	 	$	124,946	 	 	$	184,951	 	 	$	158,692	 	  	$	75,818	 	 	$	58,041	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Fixed charges:	  				 				 				 				  				 				
Interest expense	  	$	60,055	 	 	$	62,650	 	 	$	69,675	 	 	$	49,044	 	  	$	25,142	 	 	$	8,902	 	
Interest capitalized	  	 	15,430	 	 	 	16,973	 	 	 	1,471	 	 	 	1,201	 	  	 	1,341	 	 	 	809	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
	  	 	75,485	 	 	 	79,623	 	 	 	71,146	 	 	 	50,245	 	  	 	26,483	 	 	 	9,711	 	
Portion of rents representative of an appropriate interest factor	  	 	3,691	 	 	 	4,994	 	 	 	5,173	 	 	 	5,408	 	  	 	3,792	 	 	 	2,803	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total fixed charges	  	$	79,176	 	 	$	84,617	 	 	$	76,319	 	 	$	55,653	 	  	$	30,275	 	 	$	12,514	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges(1)	  	 	—  	 	 	 	1.5	 	 	 	2.4	 	 	 	2.9	 	  	 	2.5	 	 	 	4.6	 	
 
(1)	Earnings for the nine months ended September 30, 2017, were insufficient to cover fixed charges by $47.391 million.	

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
SemGroup Corporation
Tulsa, Oklahoma
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 24, 2017, relating to the consolidated financial statements of SemGroup Corporation and the effectiveness of SemGroup Corporation’s internal control over financial reporting, appearing in SemGroup Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
Dallas, Texas
January 8, 2018

Exhibit 23.2
Consent of Independent Auditor
SemGroup Corporation
Tulsa, Oklahoma
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of SemGroup Corporation of our report dated February 24, 2017, relating to the financial statements of White Cliffs Pipeline, L.L.C., appearing as Exhibit 99.1 to SemGroup Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
Dallas, Texas
January 8, 2018

Exhibit 23.3
CONSENT OF INDEPENDENT AUDITOR
SemGroup Corporation
Tulsa, Oklahoma
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-4 of our report dated April 11, 2017, relating to the consolidated financial statements of Buffalo Parent Gulf Coast Terminals LLC appearing in SemGroup Corporation’s Current Report on Form 8-K/A dated August 31, 2017.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
Houston, Texas
January 8, 2018

Exhibit 25.1

 
 
File No.                 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)	

WILMINGTON TRUST, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

16-1486454
(I.R.S. employer identification no.)
1100 North Market Street
Wilmington, DE 19890
(Address of principal executive offices)
Daniel Barnes
Assistant Vice President
1100 North Market Street
Wilmington, Delaware 19890
(302) 651-8049
(Name, address and telephone number of agent for service)

SemGroup Corporation 1
(Exact name of obligor as specified in its charter)

 
			
Delaware	 	20-3533152	
(State of
incorporation)	 	(I.R.S. employer
identification no.)	

Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK	 	74136-4231	
(Address of principal executive offices)	 	(Zip Code)	

6.375% Senior Notes due 2025
(Title of the indenture securities)
 
1.	See table of additional obligors	
TABLE OF ADDITIONAL OBLIGORS

Exact Name of Obligor
as Specified in its Charter(1)	  	State or Other
Jurisdiction
of Organization	 	  	Primary Standard
Industrial Classification
Number	 	  	I.R.S. Employer
Identification Number	 	
Rose Rock Finance Corporation	  	 	Delaware	 	  	 	4610	 	  	 	90-0976829	 	
Rose Rock Midstream Operating, LLC	  	 	Delaware	 	  	 	4610	 	  	 	45-3090063	 	
Rose Rock Midstream Energy GP, LLC	  	 	Delaware	 	  	 	4610	 	  	 	45-3802276	 	
Rose Rock Midstream Crude, L.P.	  	 	Delaware	 	  	 	4610	 	  	 	73-1477524	 	
Rose Rock Midstream Field Services, LLC	  	 	Delaware	 	  	 	4610	 	  	 	80-0940958	 	
SemGas, L.P.	  	 	Oklahoma	 	  	 	1389	 	  	 	73-1611095	 	
SemGroup Europe Holding, L.L.C.	  	 	Delaware	 	  	 	6719	 	  	 	20-4194229	 	
SemOperating G.P., L.L.C.	  	 	Oklahoma	 	  	 	6719	 	  	 	57-1215442	 	
SemMexico, L.L.C.	  	 	Oklahoma	 	  	 	6719	 	  	 	26-2365141	 	
SemDevelopment, L.L.C.	  	 	Delaware	 	  	 	6719	 	  	 	26-2019894	 	
Mid-America Midstream Gas Services, L.L.C.	  	 	Oklahoma	 	  	 	1389	 	  	 	27-0680864	 	
SemCrude Pipeline, L.L.C.	  	 	Delaware	 	  	 	4610	 	  	 	20-8649811	 	
Wattenberg Holding, LLC	  	 	Oklahoma	 	  	 	4610	 	  	 	38-3874613	 	
Glass Mountain Holding, LLC	  	 	Oklahoma	 	  	 	4610	 	  	 	90-0828413	 	
SemMaterials, L.P.	  	 	Oklahoma	 	  	 	6719	 	  	 	57-1215443	 	

(1)	The address for each Obligor is Two Warren Place, 6120 S. Yale Avenue, Suite 1500, Tulsa, Oklahoma 74136-4231, and the telephone number for each Obligor is (918) 524-8100.	

 

Item 1.	GENERAL INFORMATION. Furnish the following information as to the trustee:	
 
 	(a)	Name and address of each examining or supervising authority to which it is subject.	
Comptroller of Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
 
 	(b)	Whether it is authorized to exercise corporate trust powers.	
Yes.
 
Item 2.	AFFILIATIONS WITH THE OBLIGOR . If the obligor is an affiliate of the trustee, describe each affiliation:	
Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.
 
Item 16.	LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.	
 
 	1.	A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.	
 
 	2.	The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.	
 
 	3.	The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T - 1.	
 
 	4.	A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.	
 
 	5.	Not applicable.	
 
 	6.	The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.	
 
 	7.	Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.	
 
 	8.	Not applicable.	
 
 	9.	Not applicable.	

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 8th day of January, 2018.

WILMINGTON TRUST, NATIONAL ASSOCIATION	
		
By:	 	/s/ Shawn Goffinet	
	 	Name: Shawn Goffinet	
	 	Title: Assistant Vice President	

EXHIBIT 1
CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION
OF
WILMINGTON TRUST, NATIONAL ASSOCIATION
For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:
FIRST. The title of this association shall be Wilmington Trust, National Association.
SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.
THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.
Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:
 
 	1)	exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or	
 
 	2)	exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.	
Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.
In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.
Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:
 
 	1)	The name and address of each proposed nominee.	
 
 	2)	The principal occupation of each proposed nominee.	
 
 	3)	The total number of shares of capital stock of the association that will be voted for each proposed nominee.	
 
 	4)	The name and residence address of the notifying shareholder.	
 
 	5)	The number of shares of capital stock of the association owned by the notifying shareholder.	
Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.
A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.
Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.
Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.
Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.
SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.
A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.
The board of directors shall have the power to:
 
 	1)	Define the duties of the officers, employees, and agents of the association.	
 
 	2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.	
 
 	3)	Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.	
 
 	4)	Dismiss officers and employees.	
 
 	5)	Require bonds from officers and employees and to fix the penalty thereof.	
 
 	6)	Ratify written policies authorized by the association’s management or committees of the board.	
 
 	7)	Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.	
 
 	8)	Manage and administer the business and affairs of the association.	
 
 	9)	Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.	
 
 	10)	Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.	
 
 	11)	Make contracts.	
 
 	12)	Generally perform all acts that are legal for a board of directors to perform.	
SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.
NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).
Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.
Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that

such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.
In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.
In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.
To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.
The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.
If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.
ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4
BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS
OF
WILMINGTON TRUST, NATIONAL ASSOCIATION
(Effective as of April 18, 2017)
ARTICLE I
Meetings of Shareholders
Section  1. Annual Meeting . The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.
Section  2. Special Meetings . Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.
The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.
A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.
If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section  3. Nominations of Directors . Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:
 
 	(1)	The name and address of each proposed nominee;	
 	(2)	The principal occupation of each proposed nominee;	
 	(3)	The total number of shares of capital stock of the association that will be voted for each proposed nominee;	
 	(4)	The name and residence of the notifying shareholder; and	
 	(5)	The number of shares of capital stock of the association owned by the notifying shareholder.	
Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.
Section  4. Proxies . Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.
Section  5. Quorum . A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II
Directors
Section  1. Board of Directors . The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.
Section  2. Number . The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.
Section  3. Organization Meeting . The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.
Section  4. Regular Meetings . The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.
Section  5. Special Meetings . Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.
Section  6. Quorum . A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.
Section  7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section  8. Procedures . The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.
Section  9. Removal of Directors . Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.
Section  10. Vacancies . When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
ARTICLE III
Committees of the Board
The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.
The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.
Section  1. Loan Committee . There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section  2. Investment Committee . There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.
Section  3. Examining Committee . There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.
Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.
Section  4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.
Section  5. Other Committees . The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.
However, a committee may not:
 
 	(1)	Authorize distributions of assets or dividends;	
 	(2)	Approve action required to be approved by shareholders;	
 	(3)	Fill vacancies on the board of directors or any of its committees;	
 	(5)	Amend articles of association;	
 	(6)	Adopt, amend or repeal bylaws; or	
 	(6)	Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.	
Section  6. Committee Members’ Fees . Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the board of directors.

ARTICLE IV
Officers and Employees
Section  1. Officers. The board of directors shall annually, at the Annual Reorganization Meeting of the board of directors following the annual meeting of the shareholders, appoint or elect a Chairperson of the Board, a Chief Executive Officer and a President, and one or more Vice Presidents, a Corporate Secretary, a Treasurer, a General Auditor, and such other officers as it may determine. At the Annual Reorganization Meeting, the board of directors shall also elect or reelect all of the officers of the association to hold office until the next Annual Reorganization Meeting. In the interim between Annual Reorganization Meetings, the board of directors may also elect or appoint a Chief Executive Officer, a President or such additional officers to the rank of Vice President, including (without limitation as to title or number) one or more Administrative Vice Presidents, Group Vice Presidents, Senior Vice Presidents and Executive Vice Presidents, and any other officer positions as they deem necessary and appropriate. The Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and any one executive Vice Chairman of M&T Bank, acting jointly, may appoint one or more officers to the rank of Executive Vice President or Senior Vice President. The head of the Human Resources Department of M&T Bank or his or her designee or designees, may appoint other officers up to the rank of Group Vice President, including (without limitation as to title or number) one or more Administrative Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Auditors, and any other officer positions as they deem necessary and appropriate. Each such person elected or appointed by the board of directors, the Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and an executive Vice Chairman of M&T Bank, acting jointly, or the head of the Human Resources Department of M&T Bank or his or her designee or designees, in between Annual Reorganization Meetings shall hold office until the next Annual Reorganization Meeting unless otherwise determined by the board of directors or such authorized officers.
Section  2. Chairperson of the Board . The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.
Section  3. President . The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.
Section  4. Vice President . The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.
Section  5. Secretary . The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section  6. Other Officers . The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.
Section  7. Tenure of Office . The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.
Section  8. Resignation . An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.
ARTICLE V
Fiduciary Activities
Section  1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.
Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.
Section  2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.
Section  3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI
Stock and Stock Certificates
Section  1. Transfers . Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.
Section  2. Stock Certificates . Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.
The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.
The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:
 
 	(1)	The types of nominees to which it applies;	
 	(2)	The rights or privileges that the association recognizes in a beneficial owner;	
 	(3)	How the nominee may request the association to recognize the beneficial owner as the shareholder;	
 	(4)	The information that must be provided when the procedure is selected;	
 	(5)	The period over which the association will continue to recognize the beneficial owner as the shareholder;	
 	(6)	Other aspects of the rights and duties created.	
ARTICLE VII
Corporate Seal
Section  1. Seal . The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII
Miscellaneous Provisions
Section  1. Fiscal Year . The fiscal year of the association shall be the calendar year.
Section  2. Execution of Instruments . All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.
Section  3. Records . The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.
Section  4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.
Section  5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).
Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.
Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a

reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution- affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.
In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.
In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.
To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.
The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the

foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.
If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.
The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution- affiliated parties.

ARTICLE IX
Inspection and Amendments
Section  1. Inspection . A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.
Section  2. Amendments . The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.
I,                      , certify that: (1) I am the duly constituted (secretary or treasurer) of                                                   and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.
I have hereunto affixed my official signature on this                              day of                      .

                (Secretary or Treasurer)
The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	 	WILMINGTON TRUST, NATIONAL ASSOCIATION	
			
Dated: January 8, 2018	 	By:	 	/s/ Shawn Goffinet	
	 		 	Name: Shawn Goffinet	
	 		 	Title: Assistant Vice President	

EXHIBIT 7
R E P O R T O F C O N D I T I O N
WILMINGTON TRUST, NATIONAL ASSOCIATION
As of the close of business on September 30, 2017

ASSETS	  	Thousands of Dollars	 	
Cash and balances due from depository institutions:	  	 	2,747,707	 	
Securities:	  	 	5,621	 	
Federal funds sold and securities purchased under agreement to resell:	  	 	280,400	 	
Loans and leases held for sale:	  	 	0	 	
Loans and leases net of unearned income, allowance:	  	 	238,963	 	
Premises and fixed assets:	  	 	4,660	 	
Other real estate owned:	  	 	438	 	
Investments in unconsolidated subsidiaries and associated companies:	  	 	0	 	
Direct and indirect investments in real estate ventures:	  	 	0	 	
Intangible assets:	  	 	0	 	
Other assets:	  	 	41,253	 	
Total Assets:	  	 	3,319,042	 	
		
LIABILITIES	  	Thousands of Dollars	 	
Deposits	  	 	2,761,758	 	
Federal funds purchased and securities sold under agreements to repurchase	  	 	0	 	
Other borrowed money:	  	 	0	 	
Other Liabilities:	  	 	30,577	 	
Total Liabilities	  	 	2,792,335	 	
		
EQUITY CAPITAL	  	Thousands of Dollars	 	
Common Stock	  	 	1,000	 	
Surplus	  	 	395,010	 	
Retained Earnings	  	 	130,974	 	
Accumulated other comprehensive income	  	 	(277	) 	
Total Equity Capital	  	 	526,707	 	
Total Liabilities and Equity Capital	  	 	3,319,042