THIRD AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT

This Third Amendment to Forbearance Agreement and Amendment to Credit Agreement (the “ Third Amendment ”), dated as of March 17, 2009, is among SEMGROUP ENERGY PARTNERS, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors (as defined in the Credit Agreement referenced 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 referenced below and the Lenders (as defined below) signatory hereto.

A.   The Borrower, the Administrative Agent and certain 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, the Guarantors, the Administrative Agent and certain of the Lenders entered into that certain Forbearance Agreement and Amendment to Credit Agreement dated as of September 12, 2008 (as amended, supplemented or modified from time to time, including without limitation by (i) the First Amendment to Forbearance Agreement and Amendment to Credit Agreement, dated as of December 11, 2008, among the Borrower, the Guarantors, the Administrative Agent and certain of the Lenders and (ii) the Second Amendment to Forbearance Agreement and Amendment to Credit Agreement, dated as of December 18, 2008, among the Borrower, the Guarantors, the Administrative Agent and certain of the Lenders, the “ Forbearance Agreement ”), pursuant to which the Administrative Agent and such Lenders, among other things, agreed to forbear from exercising their rights and remedies under the Credit Agreement and the other Loan Documents relating to certain Events of Default as described in the Forbearance Agreement as amended hereby (the “ Existing Events of Default ”).

C.   The Existing Events of Default are continuing.

D.   The Borrower and the Guarantors have requested that the Administrative Agent and the Lenders further amend the Forbearance Agreement to, among other things, extend the Forbearance Period.

E.   The Administrative Agent and the Lenders have agreed to further amend the Forbearance Agreement and to enter into this Third Amendment 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 Third Amendment which are not otherwise defined shall have the meanings given to those terms in the Credit Agreement, as amended by the Forbearance Agreement (after taking into account the amendments contained herein).

2.   Amendment to Section 3 of the Forbearance Agreement .   Section 3 of the Forbearance Agreement is hereby amended by

(a)   deleting subsection (b) in its entirety and replacing it with the following:

 “(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, the Borrower’s fiscal quarter ended September 30, 2008 and the Borrower’s fiscal quarter ending March 31, 2009, or the failure by the Borrower to file its annual report on Form 10-K 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 year ended December 31, 2008, or (ii) any failure by the Borrower to timely deliver to the Administrative Agent (x) 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 or (y) the audited financial statements, auditor’s report and other information required by Sections 6.01(a) and 6.02(a) of the Credit Agreement with respect to the Borrower’s fiscal year ended December 31, 2008 (such Defaults and Events of Default, collectively, the “ Reporting Default ”), provided that such financial statements, auditor’s report and other information required by Sections 6.01(a), 6.01(b) and 6.02(a) of the Credit Agreement shall be delivered to the Administrative Agent no later than April 8, 2009, 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;”

(b)   inserting the words “and the Borrower’s fiscal quarter ending March 31, 2009” immediately after the words “Borrower’s fiscal quarter ended December 31, 2008” where such words appear in subsection (e) thereof, and

(c)   deleting the words “March 18, 2009” and replacing them with the words “April 8, 2009.”

3.   Amendment to Section 6 of the Forbearance Agreement .   Section 6 of the Forbearance Agreement is hereby amended by

(a)           deleting the definition of “Forbearance Agreement” set forth therein and inserting in lieu thereof the following:

“ 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, including, without limitation, by the First Amendment to Forbearance Agreement, the Second Amendment to Forbearance Agreement and the Third Amendment to Forbearance Agreement.

(b)           inserting the following additional defined term in the appropriate alphabetical order:

“ Third Amendment to Forbearance Agreement ” shall mean that certain Third Amendment to Forbearance Agreement and Amendment to Credit Agreement, dated as of March 17, 2009, among the Borrower, the Guarantors, the Administrative Agent and certain of the Lenders.

4.   Amendment to Section 18 of the Forbearance Agreement .   Section 18 of the Forbearance Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“ Effect of Forbearance Termination Date .  Except as expressly set forth in the Forbearance Agreement (as amended by the First Amendment to Forbearance Agreement, the Second Amendment to Forbearance Agreement and Third Amendment to Forbearance Agreement), all amendments to the Credit Agreement, the terms of the First Amendment to Forbearance Agreement, the terms of the Second Amendment to Forbearance Agreement, the terms of the Third Amendment to Forbearance Agreement and Sections 14, 16, 17(e) (with respect to confidentiality), 19, 20, 21, 22 and 23 of the Forbearance Agreement shall survive the termination of the Forbearance Agreement.”

5.   Amendment to Schedule 2 to the Forbearance Agreement .   Schedule 2 to the Forbearance Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 2 hereto.

6.   Continuing Obligations .  During the Forbearance Period:

(a)   the Borrower shall continue to retain (i) the Investment Bank or another investment banking firm reasonably acceptable to the Administrative Agent and the Lenders and (ii) Zolfo Cooper or another advisory and interim management firm reasonably acceptable to the Administrative Agent and the Lenders, a senior managing director or equivalent employee of which shall act as Transformation Officer.

(b)   the Borrower shall continue to pay all reasonable attorneys’