Exhibit
10.8




AMENDMENT
TO CREDIT AGREEMENT





This
Amendment to Credit Agreement (this “Amendment”), dated as
of May 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 2.05 of
the Credit Agreement.  Section 2.05 of the
Credit Agreement is hereby amended by adding the following new subsection (l) at
the end of such Section:




(l)           Notwithstanding
the foregoing and Section 2.13, if at any time any Revolver Lender’s percentage
of the Outstanding Amount of Revolver Loans is less than such Lender’s
Applicable Revolver Percentage, then all payments and prepayments of Revolver
Loans shall be applied pro-rata only to the Revolver Loans of Revolver Lenders
whose percentage of the Outstanding Amount of Revolver Loans exceeds such
Lenders’ Applicable Revolver Percentage until such time as all Revolver Lenders’
percentage of the Outstanding Amount of Revolver Loans equals their respective
Applicable Revolver Percentage.




2.  Amendment to Section 2.08 of
the Credit Agreement.  Section 2.08 of the
Credit Agreement is hereby amended by adding the following subsection (d) at the
end of such Section:




(d)           If
any Lender shall become a Defaulting Lender, the Administrative Agent shall
apply any payment of interest received from Borrower that is due to such
Defaulting Lender by crediting such interest payment to the Defaulting Lender
and then utilizing such payment to cure, or partially cure, such Lender’s
default until such time as the Defaulting Lender is no longer a Defaulting
Lender.




3.  Amendment to Section 2.09 of
the Credit Agreement.  Section 2.09 of the Credit Agreement is
hereby amended by adding the following sentence to the end of subsection (d)
thereof:




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                  -




Notwithstanding
the foregoing or any provisions of this Agreement to the contrary, if and for so
long as any Revolver Lender is a Defaulting Lender, the commitment fees
otherwise payable to such Defaulting Lender pursuant to this Section 2.09(d)
shall cease to accrue on the unfunded portion of the Revolver Commitment of such
Defaulting Lender.




4.  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, provided that in the
event that it is judicially determined that any provision of this Amendment
required the consent of all of the Lenders and such Lenders did not approve this
Amendment, then only such provision shall be ineffective and the balance of this
Amendment, if approved by the Required Lenders, shall remain in full force and
effect.




(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.




5.  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.




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




7.  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.




8.  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.




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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:  Executive
VP - Corporate Development & Treasurer











SemGroup
Energy Partners Operating, L.L.C.








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer








SemMaterials
Energy Partners, L.L.C.








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer








SemGroup
Energy Partners, L.L.C.








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer





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                  -





SemGroup
Crude Storage, L.L.C.








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer








SemPipe,
L.P.


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








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer











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








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer








SGLP
Management, Inc.








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer








SGLP
Asphalt, L.L.C.








By: /s/ Michael J.
Brochetti


Name:
Michael J. Brochetti


Title:  Executive
VP - Corporate Development & Treasurer





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Lenders:








Wachovia
Bank, National Association,


as L/C
Issuer,


Swing
Line Lender and Lender








By: /s/ C Mark
Hedrick_____________


Name: C. Mark Hedrick


Title:  Managing
Director








ABN AMRO Bank N.V.,as a
Lender








By:_____________________________


Name:


Title:








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








By: /s/ John W. Woodiel
III_________


Name: John W. Woodiel III


Title:  Senior Vice
President








The Bank of Nova Scotia,as a
Lender








By: /s/ Diane
Emanuel______________


Name: Diane Emanuel


Title:  Director








Bank of Scotland PLC,as a
Lender








By: /s/ Julia R.
Franklin_______________


Name: Julia R. Franklin


Title:  Assistant Vice
President








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                  -


Blue Ridge Investments LLC,as
a Lender








By: /s/ John
Hiebendahl_____________


Name: John Hiebendahl


Title:  VP;
Controller








BMO Capital Markets Financing Inc.,as a Lender








By:_____________________________


Name:


Title:





Calyon New York Branch,as a
Lender








By: /s/ Anne G.
Shean______________


Name: Anne G. Shean


Title:  Managing
Director








By: /s/ Kathleen
Sweeney___________


Name: Kathleen Sweeney


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:_____________________________


Name:


Title:





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                  -


Guaranty Bank and Trust Company,as a Lender








By: /s/ Gail J.
Nofsinger_____________


Name: Gail J. Nofsinger


Title:  Senior Vice
President








Halbis Distressed Opportunities
Master Fund LTD,as a Lender








By:_____________________________


Name:


Title:








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








By: /s/ Phillip D.
Martin____________


Name: Phillip D. Martin


Title:  Senior Vice
President








Lehman Brothers Commercial Bank,as a Lender








By:_____________________________


Name:


Title:








Lehman Commercial Paper, Inc.,as a Lender








By:_____________________________


Name:


Title:








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








By:_____________________________


Name:


Title:


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                    -


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








By:_____________________________


Name:


Title:








One East Liquidity Master LP,as a Lender








By:_____________________________


Name:


Title:








One East Partners Master LP,as a Lender








By:_____________________________


Name:


Title:








Raymond James Bank FSB,as a
Lender








By: /s/ Garrett
McKinnon___________


Name: Garrett McKinnon


Title:  Senior Vice
President








Royal Bank of Canada,as a
Lender








By: /s/ Jason S.
York____________


Name: Jason S. York


Title:  Authorized
Signatory





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                  -


SunTrust Bank, N.A.,as a
Lender








By:_____________________________


Name:


Title:








UBS Loan Finance LLC,as a
Lender








By: /s/ Marie A.
Haddad____________


Name: Marie A. Haddad


Title:  Associate
Director








By: /s/ Irja R.
Otsa_________________


Name: Irja R. Otsa


Title:  Associate
Director








Evergreen Core Plus Bond Fond,
as a Lender








By:_____________________________


Name:


Title:








Evergreen High Income Fund, as
a Lender








By:_____________________________


Name:


Title:


Evergreen High Income Sleeve,
as a Lender








By:_____________________________


Name:


Title:








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Evergreen High Yield Bond
Trust, as a Lender








By:_____________________________


Name:


Title:








Evergreen Income Advantage
Fund, as a Lender








By:_____________________________


Name:


Title:








Evergreen Multi-Sector Income,
as a Lender








By:_____________________________


Name:


Title:








Evergreen VA High Income Fund,
as a Lender








By:_____________________________


Name:


Title:











Acknowledged:





Wachovia
Bank, National Association,


as
Administrative Agent








By: /s/ C. Mark
Hedrick_________


Name: C. Mark Hedrick


Title:  Managing
Director