NCG500354_Owner Name Change_20090507

NPDES DOC!JHENT SCANNING COVER !SHEET
Permit:
NCG500354
NPDES
Document Type:
Permit Issuance
Wasteload Allocation
Authorization to Construct (AtC)
Permit Modification
Complete File - Historical
Engineering Alternatives (EAA)
(Owner
Name Change
Instream Assessment (67b)
Speculative Limits
Environmental Assessment (EA)
Document Date:
May 7, 2009
This document is printed on reuse paper - ignore any
content on the reirerse side

AwcA
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
May 7, 2009
JERRY PARSONS
EXECUTIVE VICE PRESIDENT - ASPHALT OPERATIONS
SEMMATERIALS ENERGY PARTNERS LLC
6120 SOUTH YALE AVENUE
SUITE 500
TULSA OK 74136
Subject NPDES Permit Modification- Name and/or Ownership Change
SemMaterials Energy Partners, LLC
Formerly SemMaterials, LP
Certificate of Coverage NCG500354
Carteret County
Dear Mr. Parsons:
Division personnel have reviewed and approved your request for ownership change of the subject certificate of coverage
received on May 5, 2009. This permit modification documents the change of ownership of the above reference facility.
Please find enclosed the revised certificate of coverage. All other terms and conditions contained in the original certificate
remain unchanged and in full effect. This modification is issued under the requirements of North Carolina General Statutes
143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency.
If you have any questions concerning this permit modification, please contact the Point Source Branch at [phone].
Sincerely,
: Coleen H. Sullins
cc: Central Files
Wilmington Regional Office, Surface Water Protection
NPDES Unit File
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St Raleigh, North Carolina 27604
Phone: [phone] FAX: [phone] Customer Service:1-877-623.6748
Internet www.ncwaterquality.org
An Equal opportunity 1 Affirmative Action Employer
NorthCarolina
;Vatted!"

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NCG500000
CERTIFICATE OF COVERAGE NCG500354
TO DISCHARGE NON -CONTACT COOLING WATER, COOLING TOWER AND
BOILER BLOWDOWN, CONDENSATE AND SIMILAR WASTEWATERS UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and
the Federal Water Pollution Control Act, as amended,
SemMaterials Energy Partners, LLC
is hereby authorized to discharge
BOILER BLOWDOWN AND
NON -CONTACT COOLING WATER/CONDENSATE
Water or similar wastewater from a facility located at
SemMaterials Energy Partners, LLC
107 Arendell Street
Carteret County
to receiving waters designated as Bogue Sound , a class SC water, in the. White Oak River
Basin in accordance with effluent limitations, monitoring requirements, and other
conditions set forth in Parts I, II, III and IV of the General Permit No. NCG500000, as
attached.
This permit shall become effective May 9, 2009.
This Certificate of Coverage shall expire at midnight on Ju
ly 2012.
Signed this day May 9, 2009.
for Coleen H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

ROAD CLASSIFICATION
PRIMARY HIGHWAY
HARD SURFACE.
UGHT-DUTY ROAD. HARD OR
IMPROVED SURFACE
SECONDARY HIGHWAY
HARD SURFACE u UNIMPROVED ROAD = =
..•••••
.N.M•
Latitude 34°43'04" Longitude 76°42'14"
Map # I32NW Sub -basin 30503
Stream Class H SC
Discharge Codes • • 16 14 22
Receiving Stream Bogue Sound
Design Q 0.o1MGD Permit expire °7/31/12
t 1
0
SCALE 1:24 000.
0
1 MILE
7000 FEET
1
0
1 KILOMETER
CONTOUR INTERVAL 5 FEET
SemMaterials Energy Partners, LLC
NCG500354
Carteret County

SemMaterials
May 4, 2009
RECEIVED
MAY - 5 2009 via FedEx
Division of Water Quality DENR - WATER QUALITY
Surface Water Protection Section POINT SOURCE BRANCH
1617 Mail Service Center
Raleigh, NC 27699-1617
Re: Change in Ownership from SemMaterials, LP to SemMaterials Energy Partners, LLC
Application for Transfer of NPDES Permit #NCG500354
Morehead City NC Asphalt Terminal
107 Arendell Street
Morehead City, NC 28557
Dear Sir/Madam:
This letter and supporting enclosure are respectfully submitted concerning the change in
ownership of the Morehead City NC Asphalt Terminal located at the address referenced above.
Effective April 7, 2009, SemMaterials Energy Partners, LLC assumed ownership of this facility.
Enclosed please find the signed Permit Name/Ownership Change Form providing information for
the new ownership.
While ownership of the facility has changed to SemMaterials Energy Partners, LLC, this change
does not affect the facility's physical operation or discharges from the facility, and Barry
Bencsics remains Facility Manager. If you have any questions or require additional information
regarding the ownership change, please call me at 512-751-0969, or I can be reached by email
at RShiverc semgrouplp.com.
Sincerely,
Ronald L. Shiver
EHS Team Lead
Enclosure
cc: Barry Bencsics, Morehead City Asphalt Terminal
6502 S. Yale Ave • Tulsa, OK 74136 • Tel: [phone] • Fax: [phone] • www.semgrouplp.com

Michael F. Easley, Govemor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins, Director
Division of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N
C
0
0
II. Permit status prior to status change.
a. Permit issued to (company name):
b. Person legally responsible for permit:
N
G
5
0
0
3
5
4
SemMaterials, LP
Kevin
Clement
First
MI Last
Chief Operating Officer
Title
6502 S Yale Ave
Tulsa
Permit Holder Mailing Address
OK
74136
City
[phone]
State
Zip
[phone]
Phone Fax
c. Facility name (discharge): SemMaterials Morehead City Plant
d. Facility address: 107 Arendell St.
e. Facility contact person:
Address
Morehead City NC 28557
City
Barry Bencsics
State
First / MI / Last
Please provide the following for the requested change (revised permit).
a. Request for change is a result of: ® Change in ownership of the facility
❑ Name change of the facility or owner
Zip
[phone]
If other please explain:
Phone
b. Permit issued to (company name): SemMaterials Energy Partners, LLC
c. Person legally responsible for permit:
Jerry Parsons
First MI Last
Executive Vice President - Asphalt Operations
Title
6120 South Yale Ave, Suite 500
Tulsa
Permit Holder Mailing Address
OK 74136
City State Zip
[phone] [e-mail]
Phone E-mail Address
d. Facility name (discharge): SemMaterials Energy Partners, LLC
e. Facility address: 107 Arendell St.
f. Facility contact person:
Address
Morehead City NC 28557
City
Barry
First
[phone]
State Zip
Bencsics
MI Last
bbencsics(usemgrouplp.com
Revised 8/2008
Phone E-mail Address

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
V.
VI.
Permit contact:
Barry Bencsics
First
MI
Facility Manager
Title
107 Arendell St.
Last
Mailing Address
Morehead City NC 28557
City State Zip
[phone] [e-mail]
Phone E-mail Address
Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, Kevin Clement, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
I, Jerry Parsons, attest that this application for a name/ownership change has been reviewed and is accurate
and complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2008

EXECUTION VERSION
MASTER AGREEMENT
BY AND AMONG
SEMGROUP,
SEMIV1ANAGEMENT, L.L.C.,
SEMOPERATING G.P., L.L.C.,
SEMMATERIALS, L.P.,
K.C. ASPHALT, L.L.C.,
SEMCRUDE, L.P.,
EAGLWING, L.P.,
SEMGROUP HOLDINGS, L.P.
AND
SEMGROUP ENERGY PARTNERS, L.P.,
SEMGROUP ENERGY PARTNERS G.P., L.L.C.,
SEMGROUP ENERGY PARTNERS OPERATING, L.L.C.,
SEMGROUP ENERGY PARTNERS, L.L.C.,
SEMGROUP CRUDE STORAGE, L.L.C.,
SEMPIPE G.P., L.L.C.,
SEMPIPE, L.P.
SGLP MANAGEMENT, INC.
SEMMATERIALS ENERGY PARTNERS, L.L.C.
EFFECTIVE AS OF 11:59 PM CDT MARCH 31, 2009
DAI:15S1468%1 I%UK! ILDOC 73451.0005

MASTER AGREEMENT
This Master Agreement (this "Agreement"), is entered into on April 7, 2009, to be
effective as of 11:59 PM CDT March 31, 2009 (the "Effective Date"), by and among SemGroup,
L.P. ("SemGroup"), SemManagement, L.L.C. ("SemManagement"), SemOperating G.P., L.L.C.
("SemOperating"), SemMaterials, L.P. ("SemMaterials"), K.C. Asphalt, L.L.C. ("KC Asphalt"),
SemCrude, L.P. ("SemCrude"), Eaglwing, L.P. ("Eaglwing"), SemGroup Holdings, L.P.
("SemGroup Holdings"), SemGroup Energy Partners, L.P. ("SGLP"), SemGroup Energy
Partners G.P., L.L.C. ("SGLP GP"), SemGroup Energy Partners Operating, L.L.C. ("SGLP
Operating'), SemGroup Energy Partners, L.L.C. ("SGEP"), SemGroup Crude Storage, L.L.C.
("Crude Storage"), SemPipe, L.P. ("SemPipe T P"), SemPipe G.P., L.L.C. ("SemPipe"), SGLP
Management, Inc. ("SGLP Management") and SemMaterials Energy Partners, L.L.C. ("SMEP").
SemGroup, SemManagement, SemOperating, SemMaterials, KC Asphalt, SemCrude, Eaglwing
and SemGroup Holdings are collectively referred to as the "SemGroup Parties." SGLP, SGLP
GP, SGLP, Operating, SGEP, Crude Storage, SemPipe LP, SemPipe, SGLP Management and
SMEP are collectively referred to as the "SGLP Parties." The SemGroup Parties and the SGLP
Parties are collectively referred to as the "Parties" and individually referred to as a "Party".
Capitalized terms not otherwise defined herein shall have the meaning assigned to such
terms in attached Appendix A, which is incorporated herein by reference.
PRELIMINARY STATEMENTS
WHEREAS, the Parties have engaged in extensive, arms' length and good faith
negotiations and discussions concerning a global settlement;
WHEREAS the Parties signed that certain term sheet on March 6 2009 (the "Term
Sheet"), which set forth the principal terms of a settlement agreement;
WHEREAS, the Bankruptcy Court approved the Term Sheet on March 12, 2009;
WHEREAS, the Parties now desire to enter into a series of agreements to compromise
and settle all matters among them as described in the Tenn Sheet and to effect the transactions
described therein (the "Transactions"); and
WHEREAS, the Parties acknowledge and agree that the compromise and settlement
reflected herein constitutes the exchange of reasonably equivalent value between the Parties to
settle the matters among them as described in the Tenn Sheet and is both fair and reasonable to
all the Parties.
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
covenants, ;representations and warranties set forth in this Agreement and for other good, valid
and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties to this Agreement, intending to be legally bound, hereby agree as follows:
DA t :U5146811 RUSK! I I. DOC173451.0O05
•
1

ARTICLE I
SETTLEMENT TRANSACTIONS
1.1 The Transactions. The following Transactions, among others referenced herein,
are occurring concurrently with the execution of this Agreement by the Parties, to be effective as
of the Effective Date.
DA I:\SS 146811 I'ST$K11 !.DOC 734S1.0005
2

6) Transfer of Asphalt Transferred Assets. SemMaterials and its Affiliates
are transferring the Asphalt Transferred Assets to SMEP and its Affiliates by executing and
deliverin the documents listed on Exhibit J hereto (the "Asphalt Transfer Documents").
Specific section _ >
between SemMaterials, (k) Terminailing and Storage Agreement. SemMaterials and SMEP are
L.P. & SemMaterials i delivering the to minalling and storage agreement attached hereto as Exhibit K
Energy Partners rminailing Agreement").
(SMEP)
(l) Terminal Access and Use Agreement. SemMaterials and SMEP are
executing and delivering the terminal access and use agreement attached hereto as Exhibit L (the
"New Terminal Access Agreement").
(m) Transition Services Agreement. SemMaterials and SMEP are executing
and delivering the transition services agreement attached hereto as Exhibit M (the "SemMaterials
Transitions Services Agreement").
1.2 SemMaterials Transactions. In connection with the orderly wind down of
SemGroup's SemMaterials operations, the Parties will enter into the following agreements:
(a) SGLP shall have the option (the "SemMaterials Contracts Qptiion.") to
have the SmGroup Parties transfer any of their existing subleases, storage agreements or leases
with thirdparties relating to the Asphalt Transferred Assets (the "Asphalt Third Party
Contracts") to the SQL? Parties pursuant to the following terms and conditions:
DA1:15S 1468111AAT$1C111.DOM7345 LOCOS
3

IN WITNESS WHEREOF, each of the parties have executed and
delivered this Agreement as of the date fast set forth above to be effective as of the
Effective Date.
SEMGROUP, L.P.
By: SemGroup G.P., L.L.C., its general partner
By: /1
Name: Terrence Ronan
Title: 'resident & CEO
if
SEMAGEMENT, L.L.C.
By:
Name: Terrence Ronan
Title: President & CEO
SEMOPERAATING G.P., L.L.C.
By: t - /
Name: Terrence Ronan
Title: President & CEO
SEMMATERIALS, LsP.
By: SemOperating G.P., L.L.C., its general partner
By:
Name: Terrence Ronan
Title: President & CEO
SIGNATURE PAGE TO MASTER AGREEMENT

K.C. ASPHALT, L.L.C.
Name: Terrence Ronan
Title: President & CEO
SEMCRUDE, L.P.
By: Se iOperatin G.P., L.L.C., its general partner
By A
Name: Terrence Ronan
Title: President & CEO
EAGLWLNG, L.P.
By: SemOperating G.P., L.L.C., its general partner
By: A _
Name: Terrence Ronan .
Title: President & CEO
•
SEMGROUP HOLDINGS, L.P.
By: SemGroup
By: A.
Name: Terrence Ronan
Title: President & CEO
G.P., L.L.C., its general partner
SIGNATURE PAGE TO MASTER AGREEMENT

SEMGROUP ENERGY PARTNERS, L.P.
By: Sem.Gcroup Energy Partners G.P., L.L.C.,
its general partner
SEMGROUP ENERGY PARTNERS G.P., L.L.C.
By: ,`.off%
Name: A.l-1( . ings
Title: chi- : , -Ed Officer and Secretary
SEMGROUP ENERGY PARTS OPERATING, L.L.C.
By:
tailings
Title: Chien ' . Officer and Secretary
SEMGRO ' ENERGY PARTNERS, L.L.C.
By: ,.461.
11.
Name: •'�.. Stallings .
.r
Title: d , , cial Officer and Secretary
SEMGROUP CRUDE STORAGE, L.L.C.
By: "TON/
Name: ° e i` ,
. Title: G
cial Officer and Secretary.
SIGNATURE PAGE TO MASTER. AGREEMENT

By:
MAME G.P., L.L.C.
ir,---
i
By:
Name: 17 1 • § : -
Title: Chi4• 9 ' 2 • f ial Officer and Secretary
SEMPIPE, LP.
By: SemPipe G.P., L.L.C.,
its .ttier
By: Aafri
= pr Stallings
• Title: Chi • cial Officer and Secretary
SEMIVIA
By: 4,4Kr
Name": Al it Stallings
; cial Officer and Secretary
S ENERGY PARTNERS, L.L.C.
SGLP MANAGEMENT, INC.
. ;
Al-
;14 . •
Title: Chi
Stallings
cial Officer and Secretary
SIGNATURE PAGE TO MASTER. AGREEMENT