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SEMG > SEC Filings for SEMG > Form 8-K on 26-Sep-2013All Recent SEC Filings

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Form 8-K for SEMGROUP CORP


26-Sep-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati


Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on November 10, 2011, Rose Rock Midstream, L.P., a subsidiary of SemGroup Corporation (the "Partnership"), entered into a Credit Agreement (the "Credit Agreement") with certain subsidiaries of the Partnership, as guarantors (the "Guarantors"), the lenders party thereto (the "Lenders"), and The Royal Bank of Scotland plc, as administrative agent and collateral agent (in such capacities, the "Agent") for the Lenders. On September 20, 2013, the Partnership entered into a Second Amendment to the Credit Agreement and First Amendment to the Guarantee and Collateral Agreement (the "Amendment") with the Guarantors, the Lenders, and the Agent, which amended the Credit Agreement to, among other things, (i) extend the availability period of the revolving commitments, and the maturity date of the extensions of credit thereunder, to September 20, 2018, (ii) permit the Partnership to increase revolving commitments under the Credit Agreement by an aggregate amount not to exceed $200 million after the effective date of the Amendment, subject to compliance with certain conditions, (iii) permit the Partnership to incur unsecured or subordinated debt without limitation, subject to compliance with certain conditions, (iv) permit the Partnership to comply with alternative financial performance covenants at its election after the issuance of unsecured or subordinated debt in an aggregate principal amount of $200 million or more, and
(v) reduce the interest rate and commitment fees payable in respect of the revolving commitments.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The discussion of the Amendment to the Credit Agreement in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith.

 Exhibit No.                              Description
     10.1      Second Amendment to the Credit Agreement and First Amendment to
               the Guarantee and Collateral Agreement, dated as of September 20,
               2013, by and among Rose Rock Midstream, L.P., certain
               subsidiaries of Rose Rock Midstream, L.P., as guarantors, the
               lenders party thereto and The Royal Bank of Scotland plc, as
               administrative agent and collateral agent for the lenders.


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