EX-10.1



 Exhibit 10.1 

EIGHTH AMENDMENT 
 TO THE
CREDIT AGREEMENT 
 THIS EIGHTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of January 30, 2015 (this
“Amendment”), to the Credit Agreement, dated as of June 17, 2011 (as previously amended, the “Credit Agreement”), and entered into by, among others, SemGroup Corporation, as the Borrower (the
“Borrower”), certain subsidiaries of the Borrower, as Guarantors, the lenders party thereto (the “Lenders”) and The Royal Bank of Scotland plc, as administrative agent and collateral agent (in such capacities, the
“Administrative Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 

W I T N E S S E T H: 
 WHEREAS,
the Borrower desires to amend the Credit Agreement to permit the disposition of NGL Units as consideration for Permitted Business Acquisitions; 

WHEREAS, the Loan Parties have requested that the Lenders agree to amend Section 6.05(m) of the Credit Agreement accordingly; and 

WHEREAS, subject to certain conditions, the Lenders are willing to agree to such amendment. 

NOW, THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1.    Amendments to the Credit Agreement 

(a)    Section 6.05(m) of the Credit Agreement is hereby amended and restated in its entirety as follows: 

“(m) (x) sales, transfers or other dispositions of NGL Units as consideration for all or a portion of the purchase price of a
Permitted Business Acquisition and (y) sales, transfers or other dispositions of NGL Units, provided that, in the case of sales, transfers or other dispositions of NGL Units under clause (m)(y), (i) not less than 100% of the Net
Proceeds from such dispositions shall be applied to the prepayment of the Loans in accordance with Section 2.11(c)(i), (ii) such disposition is for at least 75% cash consideration, (iii) no Default or Event of Default shall have
occurred and be continuing, (iv) the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants, and (v) any such disposition to an Affiliate shall comply with Section
6.07.” 







 (b)    Clause (i) of the final paragraph of Section 6.05 is hereby
amended and restated in its entirety as follows: 
 “(i) the Borrower may issue common equity interests and may, so long as no Event of
Default shall have occurred and be continuing or would result therefrom, sell, grant or otherwise issue Equity Interests to members of management of the Borrower or any of the Subsidiaries of the Borrower that are Loan Parties pursuant to stock
option, stock ownership, stock incentive or similar plans,” 
 Section 2.    Conditions Precedent to the
Effectiveness of this Amendment 
 This Amendment shall become effective as of the date on which each of the following conditions
precedent shall have been satisfied (the date of satisfaction of such conditions being referred to herein as the “Eighth Amendment Effective Date”): 

(a)    the Administrative Agent shall have received this Amendment, duly executed by each of the Borrower,
the Guarantors and the Lenders; 
 (b)    the representations and warranties set forth in Article III of
the Credit Agreement are and will be true and correct in all material respects on and as of the Eighth Amendment Effective Date, to the same extent as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); 

(c)    as of the Eighth Amendment Effective Date, no Event of Default or Default shall have occurred and be
continuing; 
 (d)    the Borrower shall have paid all fees and expenses payable to the Lenders and the
Administrative Agent hereunder or under any other Loan Document, including as set forth in Section 4 hereof; and 

(e)    the Borrower shall have obtained all material consents necessary or advisable in connection with the
transactions contemplated by this Amendment. 
 Section 3.    Acknowledgment and Consent. 

(a)    Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound
shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. 

(b)    Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement. 

  
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 Section 4.    Reference to and Effect on the Loan Documents

 (a)    This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed,
administered and applied in accordance with the terms and provisions thereof. The Borrower agrees to pay any applicable costs and expenses incurred in connection with this Amendment in accordance with the terms set forth in the Credit Agreement,
including Section 9.05 thereof. 
 (b)    Except as specifically amended above, all of the terms and provisions of
the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. 

(c)    The execution, delivery, effectiveness and performance of this Amendment shall not operate as a waiver of any
right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any other provision of any of the Loan Documents or for any purpose. 

(d)    Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether
direct or indirect, shall mean a reference to the Credit Agreement as amended hereby. 

Section 5.    Execution in Counterparts 

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 

Section 6.    Governing Law 

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

Section 7.    Headings 

Section and Subsection headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect. 
 Section 8.    Notices 

All communications and notices hereunder shall be given as provided in the Credit Agreement. 

  
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 Section 9.    Severability 

The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way
affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder. 

Section 10.    Successors 

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and
assigns. 
 Section 11.    Waiver of Jury Trial 

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 13. 
 Section 12.    Jurisdiction 

Each of the parties to this Amendment hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive
jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment or the
transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such federal court. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above. 
  

					
	SEMGROUP CORPORATION
		
	By:	 	 /s/ Robert N. Fitzgerald

	Name: Robert N. Fitzgerald
	Title: Senior Vice President & CFO
	
	Subsidiary Guarantors
	
	SEMGROUP EUROPE HOLDING, L.L.C.
	By:	 	SEMGROUP CORPORATION, as sole member
			
		 	By:	 	 /s/ Robert N. Fitzgerald

		 	Name: Robert N. Fitzgerald
		 	Title: Senior Vice President & CFO
	
	SEMOPERATING G.P., L.L.C.
	By:	 	SEMGROUP CORPORATION, as sole member
			
		 	By:	 	 /s/ Robert N. Fitzgerald

		 	Name: Robert N. Fitzgerald
		 	Title: Senior Vice President & CFO


  

  
 [Eighth Amendment
to Credit Agreement Signature Page] 








 
							
	SEMGAS, L.P.
	By:	 	SEMOPERATING G.P., L.L.C., as general partner
		 	By:	 	SEMGROUP CORPORATION, as sole member
				
		 		 	By:	 	 /s/ Robert N. Fitzgerald

		 		 	Name: Robert N. Fitzgerald
		 		 	Title: Senior Vice President & CFO
	
	SEMCANADA, L.P.
	By:	 	SEMOPERATING G.P., L.L.C., as general partner
		 	By:	 	SEMGROUP CORPORATION, as sole member
				
		 		 	By:	 	 /s/ Robert N. Fitzgerald

		 		 	Name: Robert N. Fitzgerald
		 		 	Title: Senior Vice President & CFO
	
	SEMCANADA II, L.P.
	By:	 	SEMOPERATING G.P., L.L.C., as general partner
		 	By:	 	SEMGROUP CORPORATION, as sole member
				
		 		 	By:	 	 /s/ Robert N. Fitzgerald

		 		 	Name: Robert N. Fitzgerald
		 		 	Title: Senior Vice President & CFO


  

  
 [Eighth Amendment
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	SEMMATERIALS, L.P.
	By:	 	SEMOPERATING G.P., L.L.C., as general partner
		 	By:	 	SEMGROUP CORPORATION, as sole member
				
		 		 	By:	 	 /s/ Robert N. Fitzgerald

		 		 	Name: Robert N. Fitzgerald
		 		 	Title: Senior Vice President & CFO
	
	SEMMEXICO, L.L.C.
		 	By:	 	SEMMATERIALS, L.P., as sole member
		 		 	By:	 	SEMOPERATING G.P., L.L.C., as general partner
		 		 		 	By:	 	SEMGROUP CORPORATION, as sole member
						
		 		 		 		 	By:	 	 /s/ Robert N. Fitzgerald

		 		 		 		 	Name: Robert N. Fitzgerald
		 		 		 		 	Title: Senior Vice President & CFO


  

  
 [Eighth Amendment
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	ROSE ROCK MIDSTREAM HOLDINGS, LLC
		
	By:	 	 /s/ Robert N. Fitzgerald

	Name: Robert N. Fitzgerald
	Title: Senior Vice President & CFO
	
	SEMDEVELOPMENT, L.L.C.
	By SemGroup Corporation, as sole member
		
	By:	 	 /s/ Robert N. Fitzgerald

	Name: Robert N. Fitzgerald
	Title: Senior Vice President & CFO
	
	WATTENBURG HOLDING, LLC,
	GLASS MOUNTAIN HOLDING, LLC
	By SemDevelopment, L.L.C., as general partner
	By SemGroup Corporation, as sole member
		
	By:	 	 /s/ Robert N. Fitzgerald

	Name: Robert N. Fitzgerald
	Title: Senior Vice President & CFO
	
	MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C.
		 	By:	 	SEMGAS, L.P., as sole member
		 	By:	 	SEMOPERATING G.P., L.L.C., as general partner
		 	By:	 	SEMGROUP CORPORATION, as sole member
				
		 		 	By:	 	 /s/ Robert N. Fitzgerald

		 		 	Name: Robert N. Fitzgerald
		 		 	Title: Senior Vice President & CFO


  

  
 [Eighth Amendment
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	THE ROYAL BANK OF SCOTLAND PLC,
	as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ James L. Moyes

		 	Name: James L. Moyes
		 	Title: Authorised Signatory


  

  
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	THE ROYAL BANK OF SCOTLAND plc,
	as a Lender
		
	By:	 	 /s/ James L. Moyes

	Name: James L. Moyes
	Title: Authorised Signatory
	
	 Deutsche Bank AG – New York Branch,

as a Lender

		
	By:	 	 /s/ Chris Chapman

	Name: Chris Chapman
	Title: Director
		
	By:	 	 /s/ Shai Bandner

	Name: Shai Bandner
	Title: Vice President
	
	 BMO Harris Financing, Inc.,

as a Lender

		
	By:	 	 /s/ Kevin Utsey

	Name: Kevin Utsey
	Title: Director
	
	 Morgan Stanley Bank, N.A.
 as
a Lender

		
	By:	 	 /s/ Dimitri Barskiy

	Name: Dimitri Barskiy
	Title: Authorized Signatory
	
	 Royal Bank of Canada,
 as a
Lender

		
	By:	 	 /s/ Jason S. York

	Name: Jason S. York
	Title: Authorized Signator


  

  
 [Eighth Amendment
to Credit Agreement Signature Page] 








 
			
	Barclays Bank PLC,
	as a Lender
		
	By:	 	 /s/ May Huang

	Name: May Huang
	Title: Assistant Vice President
	
	 Wells Fargo Bank, N.A.,
 as a
Lender

		
	By:	 	 /s/ Andrew Ostrov

	Name: Andrew Ostrov
	Title: Director
	
	 ABN AMRO,
 as a
Lender

		
	By:	 	 /s/ Darrell Holley

	Name: Darrell Holley
	Title: Managing Director
		
	By:	 	 /s/ Casey Lowary

	Name: Casey Lowary
	Title: Executive Director
	
	 CAPITAL ONE NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	 /s/ Christopher Kuna

	Name: Christopher Kuna
	Title: Vice President
	
	 UBS AG, STAMFORD BRANCH,
 as
a Lender

		
	By:	 	 /s/ Darlene Arias

	Name: Darlene Arias
	Title: Director
		
	By:	 	 /s/ Craig Pearson

	Name: Craig Pearson
	Title: Associate Director


  

  
 [Eighth Amendment
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	SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ Shannon Juhan

	Name: Shannon Juhan
	Title: Vice President
	
	 Compass Bank
 as a
Lender

		
	By:	 	 /s/ Kathleen J. Bowen

	Name: Kathleen J. Bowen
	Title: Senior Vice President
	
	 CADENCE BANK, N.A.
 as a
Lender

		
	By:	 	 /s/ William W. Brown

	Name: William W. Brown
	Title: Senior Vice President
	
	 Citibank, N.A.,
 as a
Lender

		
	By:	 	 /s/ Eamon Baqui

	Name: Eamon Baqui
	Title: Vice President
	
	 The Bank of Nova Scotia,
 as
a Lender

		
	By:	 	 /s/ Mark Sparrow

	Name: Mark Sparrow
	Title: Director
	
	 BOKF, NA DBA BANK OF OKLAHOMA,

as a Lender

		
	By:	 	 /s/ Linda J. Bridges

	Name: Linda J. Bridges
	Title: Vice President


  

  
 [Eighth Amendment
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