FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT

This Forbearance Agreement and Amendment (the “ Agreement ”), dated as of September 12, 2008, is among SEMGROUP ENERGY PARTNERS, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors (as defined in the Credit Agreement referred to below) party hereto (collectively, the “ Guarantors ”) WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “ Administrative Agent ”), L/C Issuer and Swing Line Lender under the Credit Agreement referred to below and the Lenders signatory hereto.

A.   The Borrower, the Administrative Agent and the Lenders that are parties thereto (the “ Lenders ”) entered into that certain Amended and Restated Credit Agreement dated as of February 20, 2008 (as amended, modified, supplemented and waived from time to time, the “ Credit Agreement ”).

B.   The Borrower has informed the Administrative Agent and the Lenders that, as of July 18, 2008, a Change of Control has occurred, as more fully described in the Borrower’s Form 8-K filed on July 21, 2008 and on Schedule 1 hereto.  The Borrower has also informed the Administrative Agent and the Lenders that certain provisions of the Omnibus Agreement have terminated, as more fully described in the Borrower’s Form 8-K filed on July 24, 2008 and on Schedule 1 hereto.

C.   As a result of the Change of Control and the termination of certain provisions of the Omnibus Agreement, Events of Default have occurred and are continuing under the Credit Agreement.  The Borrower has requested that the Administrative Agent and the Lenders agree to forbear, for a limited period, from exercising their rights and remedies under the Credit Agreement and the other Loan Documents relating to such Events of Default.

D.   The Administrative Agent and the Lenders party hereto are willing to forbear from exercising such rights and remedies and to enter into this Agreement subject to and upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.   Definitions .  All capitalized terms used in this Agreement which are not otherwise defined shall have the meanings given to those terms in the Credit Agreement (after taking into account the amendments contained in Sections 5 and 6 hereof).

2.   Defaults .  The Borrower and the Guarantors hereby acknowledge that Events of Default   have occurred and are continuing under the Credit Agreement and the other Loan Documents, as a result of the occurrence of a Change of Control and the termination of certain provisions of the Omnibus Agreement, as set forth on Schedule 1 hereto (such Events of Default set forth on Schedule 1 , collectively, the “ Specified Defaults ”).

3.   Forbearance .  The Administrative Agent and the Lenders hereby agree to forbear from taking any action permitted to be taken by them under the Credit Agreement and the other Loan Documents with respect to:

(a)   the Specified Defaults;

(b)   any Default or Event of Default that results from (i) any failure by the Borrower to file its quarterly report on Form 10-Q with the SEC within the time period required by the Credit Agreement, the Securities Exchange Act of 1934 or applicable law, with respect to the Borrower’s fiscal quarter ended June 30, 2008 and the Borrower’s fiscal quarter ending September 30, 2008, or (ii) any failure by the Borrower to timely deliver to the Administrative Agent the financial statements and other information required by Sections 6.01(b) and 6.02(a) of the Credit Agreement with respect to the Borrower’s fiscal quarter ended June 30, 2008 (such Defaults and Events of Default, collectively, the “ Reporting Default ”), provided that such financial statements and other information required by Sections 6.01(b) and 6.02(a) shall be delivered to the Administrative Agent no later than September 30, 2008, provided that the certificate of a Responsible Officer of the General Partner accompanying such financial statements and other information shall state that it has been prepared in good faith and in accordance with GAAP, provided further that such statements and information may be subject to adjustments based upon changes made by the Borrower’s outside auditor and any such changes shall not constitute a Default or Event of Default;

(c)   any Default or Event of Default arising under Sections 6.05(d) or 6.17 of the Credit Agreement or clause (m) of Section 8.01 of the Credit Agreement, to the extent, and only to the extent, (i) related to the Omnibus Agreement and the Throughput Agreement, and only for so long as SemGroup continues to provide services in accordance with the Omnibus Agreement, or (ii) related to the Borrower’s or a Guarantor’s exercise of set-off rights, withholding of payment or services or exercise of lien rights (such Defaults and Events of Default, collectively, the “ Material Contract Defaults ”); and

(d)   any Default or Event of Default arising under subsection (ii) of clause (e) of Section 8.01 of the Credit Agreement (such Defaults and Events of Default, collectively, the “ Swap Default ”), provided that no Event of Default shall have occurred and be continuing under clause (n) of Section 8.01 of the Credit Agreement;

for the period of time (the “ Forbearance Period ”) commencing on the Effective Date (as herein defined) and ending on that date (the “ Forbearance Termination Date ”) which is the earliest to occur of (i) December 11, 2008, (ii) the occurrence of any Default or Event of Default, other than the Specified Defaults, the Reporting Default, the Material Contract Defaults or the Swap Default, and (iii) the failure after the date hereof of the Loan Parties to comply with any of the terms of this Agreement.  Such forbearance shall automatically, and without action, notice, demand or any other occurrence, expire on and as of the Forbearance Termination Date, except that, with respect to an event arising under clauses (ii) or (iii) (excluding any Default or Event of Default resulting from the failure of the Loan Parties to pay principal, interest or fees), notwithstanding anything contained herein to the contrary, the Forbearance Termination Date shall be the earlier to occur of (x) five Business Days after the event and (y) the date on which the Administrative Agent, on direction of the Required Lenders, advises the Borrower that the Forbearance Termination Date has occurred.     Except as expressly provided in this Section 3 , the Administrative Agent and the Lenders reserve the right to exercise all of their rights and remedies under the Credit Agreement and the other Loan Documents.  Upon the occurrence of the Forbearance Termination Date, the Administrative Agent and the Lenders shall be free in their sole and absolute discretion, and without the need for further notice of such Forbearance Termination Date, to proceed to enforce any or all of their rights and remedies under or in respect of the Credit Agreement and the other Loan Documents and applicable Law, including without limitation, those credit termination, acceleration, enforcement and other rights and remedies arising by virtue of the occurrence of the Specified Defaults, the Reporting Default, the Material Contract Defaults or the Swap Default.

4.   No Credit Extensions .  Borrower hereby agrees that it shall not make any Request for Credit Extension during the Forbearance Period, and that the Lenders shall have no obligation to make any Credit Extension during the Forbearance Period.  Notwithstanding the foregoing or anything to the contrary in Section 2.02(c) of the Credit Agreement, during the Forbearance Period, a Loan may be converted to or continued as a Eurodollar Rate Loan, provided that such Loans shall have an Interest Period of no greater than 30 days and shall in no event extend beyond the Forbearance Termination Date.

5.   Amendment to Section 1.01 of the Credit Agreement .  During the Forbearance Period, Section 1.01 of the Credit Agreement is hereby amended, effective as of July 18, 2008, by deleting the defined term “Applicable Rate” in its entirety and replacing it with the following:

“ Applicable Rate ” means, from time to time, the following percentages per annum, based upon, as of any date of determination, the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by Administrative Agent pursuant to Section 6.02(a) :

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level (V) shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such time as the Compliance Certificate is delivered, whereupon the Applicable Rate shall be determined as if the Compliance Certificate had been timely delivered, and is to be effective as of the first Business Day immediately following the date such Compliance Certificate was delivered.  The Compliance Certificate shall state that the Consolidated Leverage Ratio has been calculated in good faith and in accordance with GAAP, provided that if changes in such Consolidated Leverage Ratio are required as a result of the Borrower’s outside auditor having modified the numbers from which the Consolidated Leverage Ratio is derived, the Interest Margin and Commitment Fee shall be retroactively recalculated.  Any additional amount due by Borrower as a result of such recalculation shall be paid within 5 Business Days after notice by the Administrative Agent.  Notwithstanding anything to the contrary contained in this definition, the determination of Applicable Rate for a period shall be subject to the provisions of Section 2.10(b) .

For the avoidance of doubt, the Applicable Rate includes the accrual of an additional 2.0% interest per annum as contemplated by the Default Rate, and therefore shall be applied in lieu of the Default Rate during the Forbearance Period.  During the Forbearance Period, interest shall be paid monthly by the Borrower (i) with respect to Base Rate Loans, on the last Business Day of each month (commencing September 30, 2008) and (ii) with respect to Eurodollar Rate Loans, on the last day of the Interest Period applicable to such Loan.

6.   Further Amendment to Section 1.01 of the Credit Agreement .  Section 1.01 of the Credit Agreement is further amended by inserting the following defined terms in their appropriate alphabetical order:

“ Forbearance Agreement ” shall mean that certain Forbearance Agreement and Amendment to Credit Agreement, dated as of September 12, 2008, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto, as may be amended from time to time.

“ Forbearance Fee Letter ” means that certain letter agreement, dated September 12, 2008, between the Borrower and the Administrative Agent.

“ Forbearance Period Effective Date ” shall mean the “Effective Date” as defined in Section 17 of the Forbearance Agreement.

“ Forbearance Period ” shall mean the “Forbearance Period” as defined in Section 3 of the Forbearance Agreement.

“ Investment Bank ” shall mean UBS Securities LLC or an Affiliate thereof retained by the Borrower to provide recommendations to the Borrower regarding strategic alternatives for the Borrower, its Subsidiaries and their respective assets.

“ Transformation Officer ” shall mean an individual hired by the Borrower to oversee the Borrower’s operational and financial transformation, which officer shall report directly to the Board of Directors of the General Partner.

7.   Amendment to Section 2.08(a) of the Credit Agreement .  During the Forbearance Period, Section 2.08(a) of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

Notwithstanding anything to the contrary contained herein, in no event shall the Eurodollar Rate be less than 3.00% per annum.

8.   Amendment to Section 6.01 of the Credit Agreement .  During the Forbearance Period, Section 6.01 of the Credit Agreement is hereby amended by adding the following subsection (c):

(c)           as soon as available, but in any event within 30 days after the end of the prior month, a Consolidated and, in the event that the Borrower designates any Subsidiary as an Unrestricted Subsidiary, a consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such month, and the related Consolidated and consolidating, if any, statements of income or operations, partners’ capital and cash flows for such month and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, any such consolidating statements to be for the Borrower and its Restricted Subsidiaries on a combined basis and the Borrower’s Unrestricted Subsidiaries on a combined basis and such Consolidated statements to be certified by a Responsible Officer of General Partner, in its capacity as the sole general partner of the Borrower, as fairly presenting, in all material respects, the financial condition, results of operations, partners’ capital and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.  In the event the Borrower (or any Restricted Subsidiary) does not deliver such financial information within the 30 day period set forth in this Section 6.01(c), the Borrower (or such Restricted Subsidiary) shall have a grace period of three days to deliver such information, provided that such grace period shall commence upon the expiration of the 30-day period with no further notice to the Borrower (or such Restricted Subsidiary) by the Administrative Agent or any Lender.

9.   Amendment to Section 6.02 of the Credit Agreement .  During the Forbearance Period, Section 6.02 of the Credit Agreement is hereby amended by (a) deleting the “.” at the end of subsection (l) thereof and replacing it with “;” and (b) adding the following new subsections (m) through (s):

(m)           commencing on October 3, 2008 and on the third of each month thereafter, an updated rolling 13-week forecast (the “ Forecast ”) of cash receipts and disbursements for the next succeeding 13-week period substantially in the form attached to the Forbearance Agreement as Exhibit 1 ;

(n)           by no later than 5:00 p.m. Eastern time on Tuesday of each week (i) a report of the Borrower’s actual cash receipts and disbursements for the week ended on the prior Friday, together with a comparison of such figures to the Forecast for such week and (ii) a Weekly Flash Report, substantially in the form attached to the Forbearance Agreement as Exhibit 2 ;

(o)           concurrently with any delivery of the forecasts, reports and schedules under subsections (m) and (n) above: (x) a certificate of a Responsible Officer of the General Partner (A) certifying that no Default or Event of Default has occurred (other than the Specified Defaults, the Reporting Default, the Material Contract Defaults or the Swap Default), (B) with respect to projections and forecasts, certifying that all such projections and forecasts have been prepared in good faith based upon assumptions that are reasonable in the opinion of the Borrower at the time made, (C) with respect to actual financial or other reports, certifying that such reports fairly present, in all material respects, the financial condition and results of operations the Borrower and the Guarantors as of the date(s) specified therein and (D) certifying that the balance of cash-on-hand of the Borrower and its Subsidiaries was at no time during the previous week less than the amount set forth on Schedule 2 to the Forbearance Agreement for the period indicated;

(p)           by no later than 5:00 p.m. Eastern time on September 24, 2008 and on a weekly basis thereafter, a certificate of a Responsible Officer of the General Partner certifying that the actual cash disbursements of the Borrower and the Guarantors for the relevant period were within the limitations set forth in Section 7.20;

(q)           ( i ) with respect to those assets of the Borrower and its Restricted Subsidiaries related to the Borrower’s asphalt cement and residual fuel inventory terminalling and storage business (the “ Asphalt Assets ”), the Borrower shall: ( 1 ) if the Borrower intends to solicit indications of interest from potential purchasers of the Asphalt Assets ( a ) on or before September 15, 2008, engage an Investment Bank or other third party consultant of recognized standing to provide recommendations to the Borrower regarding strategic alternatives for the Borrower and such Subsidiaries and their respective Asphalt Assets or enter into a joint agreement with SemGroup with respect to the marketing of the Asphalt Assets; ( b ) on or before October 30, 2008, distribute a confidential information memorandum or similar materials soliciting indications of interest from potential purchasers of the Asphalt Assets; and ( c ) on or before November 30, 2008, receive initial indications of interest from such potential purchasers, or ( 2 ) have cash receipts, with respect to such Asphalt Assets, for the four week period ending September 27, 2008, of no less than $7.120 million, for the five