CONSENT, WAIVER AND AMENDMENT TO CREDIT AGREEMENT

This Consent, Waiver and Amendment to Credit Agreement (this “ Amendment ”), dated as of April 7, 2009 but effective as of the Effective Date (as hereinafter defined), 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 (as defined below) 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, including by the Forbearance Agreement (as defined below), the “ Credit Agreement ”).

B.   The Guarantors have guaranteed the obligations of the Borrower under the Credit Agreement pursuant to that certain Amended and Restated Guaranty, dated as of February 20, 2008, in favor of the Administrative Agent (as amended, supplemented or modified, the “ Guaranty ”).

C.   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 (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, and (iii) the 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, 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 Defaults and Events of Default thereunder, as described in the Forbearance Agreement (the “ Existing Defaults ”).

D.   The Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement and the other Loan Documents as set forth in this Amendment.

E.   The Administrative Agent and the Lenders party hereto are willing to amend the Credit Agreement subject to and upon the terms and conditions set forth in this Amendment.

F.   The Borrower has requested that the Administrative Agent and the Lenders waive, to the extent specified herein, the Existing Defaults and any adverse effects under the Credit Agreement or any other document, instrument or agreement executed and delivered in connection therewith arising as a result of the Existing Defaults and, subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto are willing to waive such Existing Defaults and any such adverse effects arising as a result of the Existing Defaults as so requested.

G.   The Borrower has requested that the Administrative Agent and   the Lenders consent to, among other things, the Master Agreement among SemGroup, L.P., SemManagement, 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., the Borrower, 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., SemMaterials Energy Partners, L.L.C., SemPipe, L.P. and SGLP Management, Inc., in substantially the form of Annex 1 attached hereto (the “ Master Settlement Agreement ”), and the transactions contemplated thereby, and, subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto are willing to consent to the Master Settlement Agreement, the transactions contemplated thereby and the other matters described herein as so requested.

NOW, THEREFORE, the parties agree as follows:

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

2.   Consent to Master Settlement Agreement .  Subject to the terms and conditions set forth herein, effective on, and subject to the occurrence of, the Effective Date, notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, the Administrative Agent and the Lenders party hereto hereby consent to the execution of the Master Settlement Agreement and all of the transactions contemplated thereby, including, without limitation, the Disposition of certain Collateral referred to therein, and waive any Defaults or Events of Default that would otherwise result therefrom.  Notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, upon the Effective Date (i) the Collateral Disposed of by the Borrower and its Subsidiaries in connection with the Master Settlement Agreement shall be released from the Liens created by the Security Documents, and (ii) to further evidence the release described in the preceding clause (i), the Administrative Agent is hereby irrevocably authorized by each Lender party hereto to promptly take any action reasonably requested by the Borrower having the effect of releasing any Collateral encumbered by a Security Document, if such Collateral is being Disposed by the Borrower or any of its Subsidiaries in connection with the Master Settlement Agreement.

3.   Consent to Other Matters .  Subject to the terms and conditions set forth herein, effective on, and subject to the occurrence of, the Effective Date, notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, the Administrative Agent and the Lenders party hereto hereby waive any Defaults or Events of Default that would otherwise result from the Borrower (i) not delivering to the Administrative Agent and the Lenders and not filing its quarterly reports on Form 10-Q and annual reports 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, provided that the Borrower shall file all such reports as soon as commercially reasonable, and in any event the Borrower shall file all such delinquent reports no later than September 30, 2009, provided that if the Borrower retains new auditors, such deadline shall be extended to December 31, 2009, and (ii) not delivering to the Administrative Agent and the Lenders the audited financial statements, auditor’s reports 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; provided that (x) such financial statements, auditor’s report and other information required by Sections 6.01(a) and   6.02(a) of the Credit Agreement shall be delivered to the Administrative Agent as soon as commercially reasonable, and in any event no later than September 30, 2009, provided that if the Borrower retains new auditors, such deadline shall be extended to December 31, 2009, (y) it shall not be a Default or Event of Default hereunder if such auditor’s report and opinion includes a “going concern” or like qualification or exception or other qualification or exception as to the scope of such audit, and (z) the certificate of a Responsible Officer of the General Partner accompanying any financial statements and other information delivered under the Credit Agreement may state that such unaudited financial 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.

4.   Waiver of Defaults .  Subject to the terms and conditions set forth herein, effective on, and subject to the occurrence of, the Effective Date, the Administrative Agent and the Lenders party hereto hereby irrevocably waive, for the benefit of the Borrower and the Guarantors, all of the Existing Defaults that had occurred and were continuing at or prior to the Effective Date.

5.   Conversion of Revolver Loans, Adjustment of Commitments and Amendment to Schedule 2.01 .  On the Effective Date, a $150,000,000 portion of the outstanding Revolver Loans shall immediately be deemed to be, and shall be, converted to Term Loans without further action of the parties hereto. Revolver Loans held by the Lenders shall be converted ratably in accordance with their respective Applicable Percentages.  Concurrently with such conversion, (i) the Revolver Commitment of each Lender shall be ratably reduced in an aggregate principal amount equal to $150,000,000, (ii) the Term Loan of each Lender shall be ratably increased in an aggregate principal amount equal to $150,000,000, and (iii) the Aggregate Revolver Commitments of the Revolving Lenders shall be permanently reduced to $50,000,000.  In conjunction with the adjustment to the Revolver Commitments and the Term Loans described above, Schedule 2.01 to the Credit Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 2.01 hereto.

6.   Credit Extensions .  Notwithstanding the provisions of the Forbearance Agreement, subject to the terms and conditions set forth herein, effective on, and subject to the occurrence of, the Effective Date, the Borrower may make Requests for Credit Extensions and the Lenders shall be obligated to make Credit Extensions, subject to the applicable conditions precedent to the making of such Loans, in accordance with the Credit Agreement, as modified by this Agreement.

7.   Amendments to Section 1.01 of the Credit Agreement .  Section 1.01 of the Credit Agreement is hereby amended by deleting the defined terms “Applicable Rate”, “Change of Control”, “Consolidated Adjusted EBITDA”, “Consolidated EBITDA”, “Consolidated Leverage Ratio”, “Consolidated Net Income”, “Eligible Assignee”, “Interest Coverage Ratio”, “Interest Expense”, “Interest Payment Date”, “Letter of Credit Sublimit”, “Material Adverse Affect”, “Maturity Date”, “Net Cash Proceeds” and “Swing Line Sublimit” in their entirety and replacing them with the following:

“ Applicable Rate ” means, from time to time, (i) with respect to any Base Rate Loan, 5.50% per annum, (ii) with respect to any Eurodollar Rate Loan, 6.50% per annum, and (iii) with respect to any commitment fee, 1.50%.

“ Change of Control ” means the occurrence of any of the following events:

(a)           General Partner shall cease to be, directly or indirectly, the beneficial owner (as defined below) of all of the general partner interests of the Borrower;

(b)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Qualifying Owners becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of 50% or more of the equity securities of General Partner entitled to vote for members of the board of directors or equivalent governing body of General Partner on a fully-diluted basis; or

(c)           during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of General Partner ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; provided that, notwithstanding the foregoing, any changes to the composition of individuals serving as members of the board of directors or other equivalent governing body of General Partner approved by any Qualifying Owner (other than SemGroup or its Affiliates, which, for the avoidance of doubt, shall exclude Manchester Securities Corp. and Elliott Management Corporation (Collectively, the “ Elliott Companies ”) and entities under common investment management with the Elliott Companies) during any period, shall not constitute a “Change of Control” hereunder.  

As used herein, “ Qualifying Owner ” means Manchester Securities Corp., Elliott Management Corporation, SemGroup, or any Affiliate of any of the foregoing.

“ Consolidated Adjusted EBITDA ” means, for any period, Consolidated EBITDA; provided , however , that if, since the beginning of the twelve month period ending on the date for which Consolidated Adjusted EBITDA is determined, the Borrower or any Consolidated Restricted Subsidiary shall have made any Material Acquisition or Disposition (other than a Disposition of Asphalt Assets), or a Subsidiary shall be designated or redesignated as either an Unrestricted Subsidiary or a Restricted Subsidiary, Consolidated Adjusted EBITDA shall be calculated giving pro forma effect thereto as if such Material Acquisition or Disposition, consolidation, merger, designation or redesignation had occurred on the first day of such period. Such pro forma effect shall be determined (i) in good faith by the Responsible Officer of General Partner, in its capacity as the sole general partner of the Borrower, and (ii) without giving effect to any anticipated or proposed change in operations, revenues, expenses or other items included in the computation of Consolidated Adjusted EBITDA except as required by Regulation S-X or with the consent of Administrative Agent; provided , that upon one or more permitted Dispositions of the Asphalt Assets in accordance with Section 7.06(h) of this Agreement, for purposes of calculating Consolidated Adjusted EBITDA under Section 7.20 of this Agreement, Consolidated Adjusted EBITDA shall be calculated giving pro forma effect thereto as if such Disposition had occurred on the first day of such period, with Consolidated Adjusted EBITDA being reduced by the actual Consolidated EBITDA attributable to such Disposition; provided , further that, upon one or more permitted Dispositions of the Asphalt Assets in accordance with Section 7.06(h) of this Agreement, for purposes of calculating Consolidated Adjusted EBITDA under Section 7.16 of this Agreement, the Administrative Agent (in consultation with the Lenders) and the Borrower shall determine in good faith appropriate adjustments to the definition of Consolidated Adjusted EBITDA and the covenant requirements set forth in Section 7.16 of this Agreement to preserve the original intent thereof in light of such Disposition.  Notwithstanding the foregoing or anything to the contrary contained herein, Consolidated Adjusted EBITDA shall not be adjusted to give pro forma effect to any acquisition of property from SemGroup or its Subsidiaries or any Disposition of property to SemGroup and its Subsidiaries, in each case if such acquisition or Disposition was made pursuant to the Master Settlement Agreement and the transactions contemplated thereby.

“ Consolidated EBITDA ” means, for any period, the sum of the Consolidated Net Income of the Borrower and its Consolidated Restricted Subsidiaries during such period, plus (a) the following: (i) to the extent deducted in calculating such Consolidated Net Income, all Interest Expense for such period, (ii) to the extent deducted in calculating such Consolidated Net Income, all income taxes (including any franchise taxes to the extent based upon net income) for such period, (iii) to the extent deducted in calculating such Consolidated Net Income, all depreciation, amortization (including amortization of good will, debt issue costs and amortization under FAS Rule 123) and other non-cash charges (including any provision for the reduction in the carrying value of assets recorded in accordance with GAAP, but excluding any non-cash charges that constitute an accrual of or reserve for future cash charges) for such period and (iv) to the extent deducted in calculating such Consolidated Net Income, all Costs of Restructuring and minus (b) the following to the extent included in calculating such Consolidated Net Income, (i) all income tax credits for such period and (ii) all non-cash items of income (other than account receivables and similar items arising from the normal course of business and reflected as income under accrual methods of accounting consistent with past practices) for such period.  For avoidance of doubt, Consolidated Net Income attributable to Unrestricted Subsidiaries and Persons that are not Subsidiaries shall not be considered in calculating Consolidated EBITDA except to the extent of actual cash distributions to the Borrower or any of its Consolidated Restricted Subsidiaries by such Unrestricted Subsidiaries or such other Persons.  Notwithstanding anything to the contrary contained in this Agreement, the actual cash distributions to the Borrower or any of its Consolidated Restricted Subsidiaries by (i) Persons who are not Subsidiaries or (ii) Unrestricted Subsidiaries during any period that will be included in Consolidated EBITDA shall be limited in the aggregate to 15% of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA shall be determined without including any such distributions). Notwithstanding the foregoing, to the extent any determination of Consolidated EBITDA includes any period ended on or prior to January 31, 2009, Consolidated EBITDA shall, for each of the months below, be deemed to be as follows:

“ Consolidated Leverage Ratio ” means, for any date of determination, the ratio of (i) Consolidated Funded Indebtedness on such date of determination to (ii) Consolidated Adjusted EBITDA for the period of twelve months most recently ended prior to the date of determination.

“ Consolidated Net Income ” means, for any period, the Borrower’s and its Consolidated Restricted Subsidiaries’ net income for such period, including any cash dividends or distributions actually received from any other Person during such period determined on a Consolidated basis in accordance with GAAP consistently applied after eliminating earnings or losses attributable to outstanding Minority Interests and excluding the net earnings of any Person other than a Restricted Subsidiary in which the Borrower or any of its Restricted Subsidiaries has an ownership interest. Consolidated Net Income shall not include (i) any gain or loss from the Disposition of assets, (ii) any extraordinary gains or losses, (iii) any non-cash gains or losses resulting from mark to market activity as a result of the implementation of SFAS 133 or (iv) any gain or loss resulting from the prepayment, repurchase or retirement of Indebtedness.

“ Eligible Assignee ” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); and (e) solely for any purchases of Term Loans in accordance with Section 10.06(i) of this Agreement, the Borrower; provided that, other than as set forth in clause (e) of this definition, “ Eligible Assignee ” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“ Interest Coverage Ratio ” means the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for the twelve month period then ended.

“ Interest Expense ” means, with respect to any period, the sum (without duplication) of the following (in each case, eliminating all offsetting debits and credits between the Borrower and its Restricted Subsidiaries and all other items required to be eliminated in the course of the preparation of Consolidated financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP): (a) all interest and commitment fees in respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries (including imputed interest on Capital Lease Obligations or Synthetic Lease Obligations) which are accrued during such period and whether expensed in such period or capitalized, including, without limitation, the Additional Interest; plus (b) all fees, expenses and charges in respect of letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries, which are accrued during such period and whether expensed in such period or capitalized.

“ Interest Payment Date ” means, with respect to any Loan, the last Business Day of each month (commencing September 30, 2008).

“ Letter of Credit Sublimit ” means, as at any date of determination, an amount equal to $10,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolver Commitments.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.  Notwithstanding anything to the contrary set forth herein, in no event shall   the filing of the Chapter 11 cases of SemCrude L.P. and its affiliated debtors and debtors-in-possession currently proceeding under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, or any event or events leading thereto , resulting therefrom or proximately caused thereby, be deemed to constitute a Material Adverse Effect, provided that each such event occurred prior to the Effective Date (as defined in the Consent, Waiver and Amendment), and is known by the Borrower and has been disclosed to the Agent and the Lenders.

“ Material Contract ” means any contract or arrangement to which the Borrower or any of its Restricted Subsidiaries is a party (other than the Loan Documents) that generates ten percent (10%) or more of the aggregate revenue of the Borrower and its Restricted Subsidiaries on a consolidated basis.

“ Maturity Date ” means June 30, 2011.

“ Net Cash Proceeds ” means the remainder of (a) the gross proceeds received by the Borrower or any Restricted Subsidiary from (i) a Disposition, or (ii) the issuance of Additional Debt, as applicable, less (b) underwriter discounts and commissions, investment banking fees, legal, accounting and other professional fees and expenses, transfer and similar taxes, the Borrower’s good faith estimate of income taxes paid or payable in connection with such Disposition, with respect to any sale of Asphalt Assets, any amount owed by the Borrower or any Restricted Subsidiary to SemGroup or any of its Subsidiaries pursuant to the Membership Interest Transfer Agreement, effective as of March 31, 2009, between SemMaterials, L.P. and SemMaterials Energy Partners, L.L.C. and other usual and customary transaction costs, in each case only to the extent paid or payable by the Borrower or a Restricted Subsidiary in cash and related to such Disposition or Additional Debt issuance, as applicable.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate Revolver Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolver Commitments.

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

“ Additional Interest ” has the meaning specified in Section 2.09(f) .

“ Asphalt Assets ” means the assets of the Borrower and its Subsidiaries related to the Borrower’s asphalt cement and residual fuel inventory terminalling and storage business; including, without limitation, all such assets acquired pursuant to the Master Settlement Agreement and the other documents, instruments and agreements executed in connection therewith.

“ Borrower Assignment Agreement ” means with respect to any assignment to the Borrower pursuant to Section 10.06(i) hereof, an Assignment and Assumption Agreement substantially in the form of Exhibit H, with such amendments or modifications as may be approved by the Administrative Agent and the Borrower.

“ Borrower Assignment Effective Date ” has the meaning specified in Section 10.06(i) .

“ Borrower Loan Purchase ” means any purchase of Term Loans by the Borrower pursuant to Section 10.06(i) .

“ Capital Expenditures ” means all expenditures for the acquisition or leasing (pursuant to a capital lease) of assets or additions to equipment (including replacements, capitalized repairs and improvements) which should be capitalized under GAAP.

“ Clearing Price ” has the meaning specified in the Offer Document.

“ Consent, Waiver and Amendment ” shall mean that certain Consent, Waiver and Amendment to Credit Agreement, dated as of April ___, 2009, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

“ Costs of Restructuring ” means, without duplication, (a) all upfront, consent, legal, professional, investment banking and advisory fees incurred as of the Effective Date (as defined therein) of the Consent, Waiver and Amendment and paid by the Borrower (whether or not incurred by the Borrower), in connection with (i) the negotiation and execution, delivery and performance of the Borrower’s obligations under each amendment, consent, waiver and forbearance agreement in connection with this Agreement and (ii) the Chapter 11 cases of SemCrude L.P. and its affiliated debtors and debtors-in-possession currently proceeding under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, all litigation, investigations, examinations and potential asset sale transactions resulting therefrom or related thereto and the negotiation, execution, delivery and performance of the Master Settlement Agreement and the transactions contemplated thereby, plus (b) any additional upfront, consent, legal, professional, investment banking and advisory fees incurred in connection with any of the foregoing, plus (c) all other restructuring expenses or charges in an amount not to exceed, in the aggregate, an additional $5 million through the Maturity Date.

“ Excess Cash Flow ” means, with respect to any fiscal year (a) Consolidated EBITDA for such fiscal period, minus (b) the sum of (i) the cash portion of interest expense paid during such fiscal period, (ii) the cash portion of income taxes (including any franchise taxes to the extent based upon net income) paid during such period, (iii) all scheduled principal payments made in cash in respect of the Term Loans during such period, (iv) the cash portion of Capital Expenditures made during such fiscal period, and (v) principal payments made in cash during such period in respect of Capital Lease Obligations; provided that, notwithstanding anything to the contrary contained herein, Excess Cash Flow for the fiscal year ending December 31, 2009 shall be calculated based on the nine (9) month period commencing April 1, 2009 and ending December 31, 2009.

“ Expiration Time ” has the meaning specified in the Offer Document.

“ Master Settlement Agreement ” shall mean that certain Master Agreement, effective as of March 31, 2009, among SemGroup, L.P., SemManagement, 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., the Borrower, SemGroup Energy Partners G.P., L.L.C., SemGroup Energy Partner