exh10-1.htm


    Exhibit
10.1


       

      AMENDMENT
TO CREDIT AGREEMENT

      


      This
Amendment to Credit Agreement (this “Amendment”), dated as
of November 19, 2009, 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.

      


      R
E C I T A L S:

      


      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, the Administrative Agent and the Lenders party hereto have agreed to
amend the Credit Agreement subject to and upon the terms and conditions set
forth in this Amendment.

       

      NOW,
THEREFORE, the parties agree as follows:

      


      1. Amendment to Section 1.01 of
the Credit Agreement.  Section 1.01 of the
Credit Agreement is hereby amended, effective upon the consummation of the Vitol
Transaction, as follows:

       

      1.1 The
definition of “Change
of Control” is hereby amended by (a) changing the reference to
“Qualifying Owners” in clause (b) thereof to “Qualifying Owner” and (b) deleting
clause (c) in its entirety and replacing it with the following:

       

      “(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 shall not constitute a
“Change of Control” hereunder.  As used herein, “Qualifying Owner”
means Vitol Inc. or any Affiliate of Vitol Inc.”

       


      
        
           


        

        
           


          
          

        

        
           


        

      


      1.2 The
definition of “Costs
of Restructuring” is hereby amended by deleting clause (c) in its
entirety, and replacing it with the following:

       

      “plus (c)
all other restructuring expenses in an amount not to exceed, in the aggregate,
through the Maturity Date, the sum of (i) $6.5 million, (ii) the cost incurred
by the Borrower for the purchase of new directors’ and officers’ liability
insurance coverage in November 2009 in connection with the Vitol Transaction;
and (iii) fees paid to the Lenders (including fees for Lenders’ counsel and
advisors) in connection with the Amendment to Credit Agreement dated as of
November 19, 2009, among the Borrower, the Guarantors, the Administrative
Agent and the Lenders parties thereto, which aggregate cap on Costs of
Restructuring under this clause (c) shall be calculated on a net basis after
giving effect to Costs of Restructuring that are reimbursed to the Borrower by
insurance providers.”

       

      1.3 The
definition of “Eligible Assignee” is
hereby deleted in its entirety and replaced with the following:

       

      “ “Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (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); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.”

       

      1.4 The
definition of “Net
Cash Proceeds” is hereby amended, effective as of April 7, 2009, by
inserting the following language in clause (i) immediately after the word
“Disposition”:

       

      “(other
than a Disposition permitted by Section 7.06(a), (b), (d), (e) or
(f))”.

       

      1.5 The
following defined term is hereby inserted in its appropriate alphabetical
order:

       

      “ “Vitol Transaction”
means the acquisition by Vitol Inc. or one or more Affiliates thereof
(collectively, “Vitol”) of (i) 100%
of the membership interests in the General Partner and (ii) the subordinated
units of Borrower presently held by or pledged to Manchester Securities
Corp.”

       

      1.6 The
following defined terms are hereby deleted in their
entirety:  “Borrower Assignment Agreement”, “Borrower Assignment
Effective Date”, Borrower Loan Purchase”, “Clearing Price”, “Expiration Time”,
“Maximum Offer Amount”, “Maximum Permitted Offer”, “Maximum Purchase Price”,
“Offer”, “Offer Document”, “Purchase Notice”.

       

      2. Amendment to Section 2.05 of
the Credit Agreement.

       

      2.1 Subsection 2.05(h) of
the Credit Agreement is hereby amended by deleting the words “and may be used
for the purchase of outstanding Term Loans as permitted by Section 10.06(i)”
from the third sentence thereof.

       


      
        
           


        

        
          2

          
          

        

        
           


        

      


      2.2 Subsection 2.05(j) of
the Credit Agreement is hereby amended by (i) changing the percentage referenced
on the third line thereof from “50%” to “75%” and (ii) by deleting the words
“and may be used for the purchase of outstanding Term Loans as permitted by
Section 10.06(i)” from the second sentence thereof.

       

      3. Amendment to Section 6.02 of
the Credit Agreement.  Section 6.02 of the
Credit Agreement is hereby amended by deleting the word “and” at the end of
clause (m) and inserting the following at the end of clause (n):

       

      “;
and

       

      (o) no
later than December 1, 2009, a forecast for calendar years 2010 and 2011 which
sets forth (i) the Borrower’s updated business outlook for such period and (ii)
the anticipated strategic and financial benefits of the Vitol Transaction to the
Borrower during such period”.

       

      4. Amendment to Section 7.06 of
the Credit Agreement.

       

      4.1 Subsection 7.06(b) of
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and replacing it with the following:

       

      “Dispositions
of Cash Equivalents in the ordinary course of business and Dispositions of
inventory arising from normal imbalances on the gathering system relating to
loss allowance provisions and measurement variability”.

       

      4.2 Subsection 7.06(f) of
the Credit Agreement is hereby amended by adding the following language before
the “;” at the end of such subsection:

       

      “excluding
leases which in accordance with GAAP constitute a constructive sale, including
any sale/leaseback transaction”.

       

      5. Amendment to Section 7.11 of
the Credit Agreement.  Section 7.11 of the Credit Agreement is
hereby amended by: (a) replacing the phrase “Other than those listed on Schedule
7.11” with “Neither Borrower nor any Restricted Subsidiary thereof may”, (b)
deleting the word “or” at the end of clause (b) thereof, and (c) by inserting
the following at the end of clause (c) thereof:

       

      “;
or

       

      (d) enter
into any contract or arrangement for the purpose of hedging or speculating in
the price of any commodity”.

       

      6. Amendment to Section 10.06
of the Credit Agreement.  Subsection 10.06(i) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
“[Intentionally omitted.]”.

       


      
        
           


        

        
          3

          
          

        

        
           


        

      


      7. Amendment to Schedules and
Exhibits.

       

      7.1 Amendment to Schedule 2.01
of the Credit Agreement.  Schedule 2.01 of the Credit Agreement
is hereby deleted in its entirety and replaced with Schedule 2.01
attached hereto.

       

      7.2 Amendment to Exhibits H, I
and J of the Credit Agreement.  Each of Exhibits H, I and J to
the Credit Agreement is hereby deleted in its entirety and replaced with the
following: “[Intentionally omitted.]”

       

      8. Conditions to
Effectiveness.  This Amendment shall be effective on the date
when and if each of the following conditions is satisfied:

       

      (a) Execution and
Delivery.  The Administrative Agent shall have received a
counterpart of this Amendment executed and delivered by the Borrower, each of
the Guarantors and the Required Lenders.

       

      (b) No Default or Event of Default;
Accuracy of Representations and Warranties.  The Borrower shall
deliver to the Administrative Agent a certificate of a Responsible Officer
certifying that, after giving effect to this Amendment, no Default or Event of
Default shall exist and each of the representations and warranties made by the
Borrower and the Guarantors herein and in or pursuant to the Credit Agreement
and the other Loan Documents shall be true and correct in all material respects
as if made on and as of the date on which this Amendment becomes effective,
except to the extent such representations and warranties expressly relate to an
earlier date.

       

      (c) Consents and Approvals. All necessary consents
and approvals to the amendment shall have been obtained.

       

      (d) Expense
Reimbursements.  The Borrower shall have paid all reasonable
invoices presented to the Borrower for expense reimbursements (including
reasonable attorneys’ and financial advisors’ fees and disbursements) due to the
Administrative Agent and the Lenders in accordance with Section 10.04 of the
Credit Agreement.

       

      (e) Fees.  The Borrower
shall have paid to the Administrative Agent for the benefit of the Lenders who
execute and deliver a counterpart of this Amendment to the Administrative Agent
by 5 p.m. (Eastern Time) on November 19, 2009, a fee equal to 0.1% of the sum of
the outstanding Term Loan and Revolver Commitment for each of such Lenders
(after giving effect to the Revolver Commitment reductions provided for
herein).

       

      (f) Representation by
Vitol.  The Administrative Agent shall have received an
executed letter from Vitol Inc. in the form annexed hereto as Exhibit
A.

       

      (g) Reimbursement of Borrower by
Vitol.  The Administrative Agent shall have received a copy of
an executed reimbursement agreement between Vitol Inc. and the Borrower in the
form annexed hereto as Exhibit
B.

       


      
        
           


        

        
          4

          
          

        

        
           


        

      


      9. Release.  For
purposes of this Section 9, the
following terms shall have the following definitions:

       

      “Related Parties”
shall mean, with respect to any released party, such party’s parents,
subsidiaries, affiliates, successors, assigns, predecessors in interest,
officers, directors, employees, agents, representatives, attorneys, financial
advisors, accountants and shareholders, if any.

       

      “Claims” shall
mean  any and all claims, losses, debts, liabilities, demands,
obligations, promises, acts, omissions, agreements, costs, expenses, damages,
injuries, suits, actions, causes of action, including without limitation, any
and all rights of setoff, recoupment or counterclaim of any kind or nature
whatsoever, in law or in equity, known or unknown, suspected or unsuspected,
contingent or fixed.

       

      Excluding
only the continuing obligations of the Lenders and the Administrative Agent
under the Credit Agreement, the Loan Documents and this Agreement, the Borrower
and each Guarantor, effective as of the effective date of this Amendment, hereby
releases, acquits and forever discharges the Lenders and the Administrative
Agent, and each of them, and their respective Related Parties, of and from any
and all Claims arising out of, related or in any way connected with the Credit
Agreement, the Loan Documents or the transactions contemplated by any thereof,
including, without limitation, any action or failure to act, prior to the
effective date of this Amendment, in response to or otherwise in connection with
the events or circumstances arising under or otherwise related to the Credit
Agreement, the Loan Documents or any Defaults or Events of Default occurring
under the Credit Agreement or the Loan Documents, in each case to the extent,
and only to the extent, that (i) such Claims arose prior to the effective date
of this Amendment, (ii) such Claims result or derive from actions taken or not
taken by a releasee in its capacity(ies) as a Lender(s) or as Administrative
Agent under the Credit Agreement or the Loan Documents; and (iii) such Claims do
not result or derive from actions taken or not taken by a releasee with respect
to or in relation to SemGroup, SemCrude L.P., SemMaterials, L.P., K.C. Asphalt,
L.L.C. or any of their affiliates (other than the Borrower and the
Guarantors).

       

      10. Acknowledgement.  The
Borrower hereby confirms and acknowledges as of the date hereof that it is
validly and justly indebted to the Administrative Agent and the Lenders for the
payment of all obligations under the Credit Agreement without offset, defense,
cause of action or counterclaim of any kind or nature whatsoever, and the Loan
Parties hereby release the Administrative Agent and the Lenders from any and all
Claims (as defined in Section 9 of this Amendment) other than as provided in
Section 9 of this Amendment.

       

      11. Confirmation of Credit
Agreement and Security Documents.  Except as amended by this
Amendment, all the provisions of the Credit Agreement remain in full force and
effect from and after the date hereof, and each Loan Party hereby ratifies and
confirms each Loan Document to which it is a party.  This Amendment
shall be limited precisely as written and shall not, except as set forth herein,
be deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or (b) to prejudice any right or
rights which the Administrative Agent or the Lenders may now have or have in the
future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein.  From and after the
date hereof, all references in the Credit Agreement to “this Agreement”,
“hereof”, “herein”, or similar terms, shall refer to the Credit Agreement as
amended by this Amendment.  Each of the Borrower and the Guarantors
also hereby ratifies and confirms that the Security Documents remain in full
force and effect in accordance with their terms and are not impaired or affected
by this Amendment.

       

      12. Mutual
Representation.  As of the effective date of this Amendment,
and after giving effect hereto, neither the Lenders parties hereto nor the
Borrower nor any Guarantor is aware of the existence of any Default or Event of
Default under the Loan Documents.

       

      13. GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

       

      14. Loan
Document.  This Amendment shall constitute a Loan Document
under the Credit Agreement, and all obligations included in this Amendment
(including, without limitation, all obligations for the payment of principal,
interest, fees and other amounts and expenses) shall constitute Obligations
under the Credit Agreement and shall be secured by the Collateral.

       

      15. Counterparts.  This
Amendment may be signed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.  Delivery of an executed signature page to this
Amendment by facsimile transmission or electronic photocopy (e.g. a “.pdf”)
shall be as effective as delivery of a manually signed counterpart.

       


      
        
           


        

        
          5

          
          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed as of the day and year
first above written.

       

      SEMGROUP
ENERGY PARTNERS, L.P.

      


      


      By:
SemGroup Energy Partners GP, L.L.C.

             its
General Partner

      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      


      SemGroup
Energy Partners Operating, L.L.C.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      SemMaterials
Energy Partners, L.L.C.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      SemGroup
Energy Partners, L.L.C.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      



      
        
           


        

        
          6

          
          

        

        
           


        

      


      


      SemGroup
Crude Storage, L.L.C.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      SemPipe,
L.P.

          By:  SemPipe,
G.P., L.L.C., its General Partner

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      SemPipe,
G.P., L.L.C.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      SGLP
Management, Inc.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      


      


      SGLP
Asphalt, L.L.C.

      


      


      By: /s/ Michael J.
Brochetti                                                                  

             Name:
Michael J. Brochetti

             Title:  EVP—Corporate
Development and Treasurer

      



      
        
           


        

        
          7

          
          

        

        
           


        

      


      Lenders:

      


      


      Wachovia
Bank, National Association,

          as L/C
Issuer,

          Swing
Line Lender and Lender

      


      


      By:/s/ D. Paul Hulbert
III____________

      Name: D. Paul Hulbert III

      Title:   Vice
President

      


      


      ABN AMRO Bank N.V., as a
Lender

      


      


      By:/s/ Parker H.
Douglas____________

      Name: Parker H. Douglas

      Title:   Managing
Director

      


      By:/s/ David W.
Stack   ____________

      Name: David W. Stack

      Title:   Senior Vice
President

      


      


      Bank of America, N.A., as a
Lender

      


      


      By:/s/ Cameron D.
Taylor__________

      Name: Cameron D. Taylor

      Title:   Senior Vice
President

      


      


      The Bank of Nova Scotia, as a
Lender

      


      


      By:/s/ David C.
Mills______________

      Name: David C. Mills

      Title:   Managing
Director

      


      


      Bank of Scotland PLC, as a
Lender

      


      


      By:/s/ Julia R.
Franklin____________

      Name: Julia R. Franklin

      Title:   Assistant Vice
President

      



      
        
           


        

        
          8

          
          

        

        
           


        

      



      Blue Ridge Investments LLC, as
a Lender

      


      


      By:/s/ John
Hlebendahl_____________

      Name: John Hlebendahl

      Title:   VP;
Controller

      


      


      BMO Capital Markets Financing Inc.,
as a Lender

      


      


      By:/s/ Thomas E.
McGraw__________

      Name: Thomas E. McGraw

      Title:   Managing
Director

      


      Calyon New York Branch, as a
Lender

      


      


      By:/s/ Anne G.
Shean______________

      Name: Anee G. Shean

      Title:   Managing
Director

      


      By:/s/ Alan
Sidrane   ______________

      Name: Alan Sidrane

      Title:   Managing
Director

      


      


      Citibank, N.A., as a
Lender

      


      


      By:/s/ John Mugno
_______________

      Name: John Mugno

      Title:   Vice
President

      


      


      Fortis Capital Corporation, as
a Lender

      


      


      By:/s/ Harry T.
Nullet_____________

      Name: Harry T. Nullet

      Title:   Director

      


      By:/s/
Courouble_________________

      Name: Courouble

      Title:   CRO

      


      


      



      
        
           


        

        
          9

          
          

        

        
           


        

      


      Guaranty Bank and Trust Company,
as a Lender

      


      


      By:/s/ Gail J.
Nofsinger______________

      Name: Gail J. Nofsinger

      Title:   Senior Vice
President

      


      


      JPMorgan Chase Bank, N.A., as
a Lender

      


      


      By:/s/ Phillip D.
Martin      ___________

      Name: Phillip D. Martin

      Title:   Senior Vice
President

      


      


      GE Business Financial Services, Inc.,
fka Merrill Lynch Business Financial Services, Inc., as a
Lender

      


      


      By:/s/ Ranlatt F.
Hernick_____________

      Name: Ranlatt F. Hernick

      Title:   Duly Authorized
Signatory

      


      


      One East Liquidity Master LP,
as a Lender

      


      


      By:/s/ Sina
Toussi___________________

      Name: Sina Toussi

      Title:   Authorized
Signatory

      


      


      One East Partners Master LP,
as a Lender

      


      


      By:/s/ Sina
Toussi___________________

      Name: Sina Toussi

      Title:   Authorized
Signatory

      


      


      Raymond James Bank FSB, as a
Lender

      


      


      By:/s/ Garrett
McKinnon_____________

      Name: Garrett McKinnon

      Title:   Senior Vice
President

      


      



      
        
           


        

        
          10

          
          

        

        
           


        

      


      Royal Bank of Canada, as a
Lender

      


      


      By:/s/ Jay T. Sartaln
_______________

      Name: Jay T. Sartaln

      Title:   Authorized
Signatory

      


      


      SunTrust Bank, N.A., as a
Lender

      


      


      By:_____________________________

      Name:

      Title:

      


      


      UBS Loan Finance LLC, as a
Lender

      


      


      By:/s/ Marie Haddad
_______________

      Name: Marie Haddad

      Title:   Associate
Director

      


      By:/s/ Irja R.
Otsa     _______________

      Name: Irja R. Otsa

      Title:   Associate
Director

      


      


      Evergreen High Income Fund, as
a Lender

      


      


      By:/s/ Robert J.
McLaughlin_________

      Name: Robert J. McLaughlin

      Title:   Vice
President

      


      Evergreen Utilities & High
Inc., as a Lender

      


      


      By:/s/ Robert J.
McLaughlin_________

      Name: Robert J. McLaughlin

      Title:   Vice
President

      


      


      


      


      


      



      
        
           


        

        
          11

          
          

        

        
           


        

      


      Evergreen Income Advantage
Fund, as a Lender

      


      


      By:/s/ Robert J.
McLaughlin_________

      Name: Robert J. McLaughlin

      Title:   Vice
President

      


      Evergreen Multi-Sector Income,
as a Lender

      


      


      By:/s/ Robert J.
McLaughlin_________

      Name: Robert J. McLaughlin

      Title:   Vice
President

      


      Evergreen VA High Income Fund,
as a Lender

      


      


      By:/s/ Robert J.
McLaughlin_________

      Name: Robert J. McLaughlin

      Title:   Vice
President

      


      Solus Core Opportunities Master
Fund, as a Lender

      


      


      By:/s/ Chris
Bondy_________________

      Name: Chris Bondy

      Title:   Attorney-in-Fact

      


      Woodlands Commercial Bank, as
a Lender

      


      


      By:/s/ Gary
Murray_________________

      Name: Gary Murray

      Title:   Chief Credit
Officer

      


      


      


      


      Acknowledged:

      


      Wachovia
Bank, National Association,

          as
Administrative Agent

      


      


      By:/s/ D. Paul Hulbert
III        ________

      Name: D. Paul Hulbert III

      Title:   Vice
President

      



      
        
           


        

        
          12

          
          

        

        
           


        

      


      


      Schedule
2.01

      to

      Credit
Agreement

      


      Schedule
of Commitments

      


      
        	
                LENDER

              	 	
                REVOLVER

              	 	 	
                TERM
      LOAN

              	 	 	
                TOTAL
      COMMITMENT

              	 
	
                UBS
      LOAN FINANCE LLC

              	 	$	1,142,857.14	 	 	$	4,285,714.28	 	 	$	5,428,571.42	 
	
                SOLUS
      CORE OPPORTUNITIES MASTER FUND

              	 	$	0.00	 	 	$	2,000,000.00	 	 	$	2,000,000.00	 
	
                BMO
      CAPITAL MARKETS

              	 	$	2,666,666.66	 	 	$	26,666,666.67	 	 	$	29,333,333.33	 
	
                WBNA

              	 	$	3,290,476.20	 	 	$	28,976,190.49	 	 	$	32,266,666.69	 
	
                BANK
      OF AMERICA

              	 	$	3,423,809.53	 	 	$	29,139,523.81	 	 	$	32,563,333.34	 
	
                SUNTRUST

              	 	$	1,133,333.34	 	 	$	11,333,333.33	 	 	$	12,466,666.67	 
	
                ONE
      EAST LIQUIDITY MASTER LP

              	 	$	205,714.29	 	 	$	2,021,428.57	 	 	$	2,227,142.86	 
	
                ABN
      AMRO

              	 	$	2,800,000.00	 	 	$	28,000,000.00	 	 	$	30,800,000.00	 
	
                CITIBANK

              	 	$	2,666,666.66	 	 	$	26,666,666.67	 	 	$	29,333,333.33	 
	
                JPMORGAN
      CHASE

              	 	$	1,133,333.34	 	 	$	11,333,333.33	 	 	$	12,466,666.67	 
	
                WOODLANDS
      COMMERCIAL BANK

              	 	$	1,942,857.14	 	 	$	27,285,714.28	 	 	$	29,228,571.42	 
	
                BLUE
      RIDGE INVESTMENTS LLC

              	 	$	1,033,333.34	 	 	$	3,976,190.47	 	 	$	5,009,523.81	 
	
                GE
      BUS FINCL SVC (FKA ML BFS)

              	 	$	1,333,333.34	 	 	$	13,333,333.33	 	 	$	14,666,666.67	 
	
                EVERGREEN
      MULTI-SECTOR INCOME

              	 	$	0.00	 	 	$	2,925,000.00	 	 	$	2,925,000.00	 
	
                EVERGREEN
      UTILITIES & HIGH INC

              	 	$	0.00	 	 	$	155,000.00	 	 	$	155,000.00	 
	
                EVERGREEN
      HIGH INCOME FUND

              	 	$	0.00	 	 	$	4,040,000.00	 	 	$	4,040,000.00	 
	
                EVERGREEN
      INCOME ADVANTAGE FUND

              	 	$	0.00	 	 	$	5,385,000.00	 	 	$	5,385,000.00	 
	
                EVERGREEN
      VA HIGH INCOME FUND

              	 	$	0.00	 	 	$	165,000.00	 	 	$	165,000.00	 
	
                RAYMOND
      JAMES BANK

              	 	$	2,666,666.66	 	 	$	26,666,666.67	 	 	$	29,333,333.33	 
	
                ROYAL
      BANK OF CANADA

              	 	$	2,666,666.66	 	 	$	26,666,666.67	 	 	$	29,333,333.33	 
	
                FORTIS
      CAPITAL CORPORATION

              	 	$	1,133,333.34	 	 	$	11,333,333.33	 	 	$	12,466,666.67	 
	
                ONE
      EAST PARTNERS MASTER LP

              	 	$	1,627,619.04	 	 	$	16,311,904.77	 	 	$	17,939,523.81	 
	
                BANK
      OF SCOTLAND

              	 	$	2,800,000.00	 	 	$	28,000,000.00	 	 	$	30,800,000.00	 
	
                GUARANTY
      BANK AND TRUST

              	 	$	1,333,333.34	 	 	$	13,333,333.33	 	 	$	14,666,666.67	 
	
                BANK
      OF NOVA SCOTIA

              	 	$	1,666,666.66	 	 	$	16,666,666.67	 	 	$	18,333,333.33	 
	
                CALYON
      NEW YORK BRANCH

              	 	$	3,333,333.34	 	 	$	33,333,333.33	 	 	$	36,666,666.67	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL

              	 	$	40,000,000.00	 	 	$	400,000,000.00	 	 	$	440,000,000.00	 


      

      



      
        
           


        

        
          13

          
          

        

        
           


          
            Exhibit
“A” to Amendment

          

        

      


      [Letterhead
of Vitol Inc.]

       

      


       

      November
[__], 2009

       

      


       

      
        	
                Wachovia
      Bank, National Association, as Administrative Agent (as defined
      below)

                [address]

                [address]

                Attn:

              


      

      


       

      Re:  SemGroup
Energy Partners G.P., L.L.C.

       

      Ladies
and Gentlemen:

       

      Reference
is made to 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”), among SemGroup Energy Group Partners, L.P., as Borrower, the
Guarantors parties thereto, Wachovia Bank, National Association, as
Administrative Agent (the “Administrative
Agent”), L/C Issuer and Swing Line Lender, and the Lenders parties
thereto.  Defined terms used herein with definition shall have the
meanings assigned them in the Credit Agreement.

       

      Pursuant
to Section 8(f) of the Amendment to Credit Agreement, dated as of November __,
2009, among the Borrower, the Guarantors, the Administrative Agent and the
Lenders parties thereto, the undersigned hereby certifies as
follows:

       

      Vitol
Inc. or one or more of its Affiliates (collectively, “Vitol”) has acquired,
or will acquire, from Manchester Securities Corp. (“Manchester”), (i) one
hundred percent (100%) of the membership interests in the General Partner of
Borrower and (ii) one hundred percent (100%) of the subordinated units of
Borrower held or previously held by and/or pledged or previously pledged to
Manchester, in a transaction that vests in Vitol absolute title to such general
partnership interests and subordinated units, and neither Manchester nor any
Affiliate thereof has any right or obligation to reacquire such general partner
interests or subordinated units under any circumstances.

       

      Very
truly yours,

       

      


       

      VITOL
INC.

       

      


       

      By:                                                                

       

      Name:

       

      Title:

       

      


       


      
        
           


        

        
           


          
          

        

        
           


          
            Exhibit
“B” to Amendment

          

        

      


      


       

      [Letterhead
of Vitol Inc.]

       

      


       

      November
[__], 2009

       

      


       

      
        	
                SemGroup
      Energy Partners, L.P.

                [address]

                [address]

                Attn:

              


      

      


       

      Re:  SemGroup
Energy Partners G.P., L.L.C.

       

      Ladies
and Gentlemen:

       

      Reference
is made to 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”), among SemGroup Energy Group Partners, L.P., as Borrower, the
Guarantors parties thereto, Wachovia Bank, National Association, as
Administrative Agent (the “Administrative
Agent”), L/C Issuer and Swing Line Lender, and the Lenders parties
thereto.  Defined terms used herein with definition shall have the
meanings assigned them in the Credit Agreement.

       

      Pursuant
to Section 8(g) of the Amendment to Credit Agreement, dated as of November __,
2009, among the Borrower, the Guarantors, the Administrative Agent and the
Lenders parties thereto, the undersigned hereby agrees as follows:

       

      From and
after the closing of the Vitol Transaction, Vitol Inc. shall, or shall cause one
or more of its Affiliates to, reimburse the Borrower for fifty percent (50%) of
any and all payment obligations incurred by Borrower pursuant to any employee
severance, termination or similar arrangement that becomes due in connection
with the termination of one or more of Borrower’s employees, if and to the
extent that any such employee is hired, employed or engaged by Vitol Inc. or any
Affiliate thereof within the later of (i) one year of the date of the closing of
the Vitol Transaction or (ii) six (6) months of the termination by the Borrower
of such employee.  Vitol Inc. shall, or shall cause one or more of its
Affiliates to, make such payment to Borrower within five (5) Business Days of
the first day of each such employee’s employment with Vitol Inc. or the
applicable Affiliate.

       

      


       


      
        
           


        

        
           


          
          

        

        
           


        

      


      


       

      Very
truly yours,

       

      


       

      VITOL
INC.

       

      


       

      By:                                                                

       

      Name:

       

      Title:

       

      


       

      


       

      ACKNOWLEDGED
AND AGREED:

       

      


       

      SEMGROUP
ENERGY PARTNERS, L.P.

       

      


       

      By:                                                                       

       

      Name:

       

      Title: