FIRST AMENDMENT TO

FORBEARANCE AGREEMENT AND

AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Forbearance Agreement and Amendment to Credit Agreement (the “First Amendment”), dated as of December 11, 2008, 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 signatory hereto.

R E C I T A L S:

A.The Borrower, the Administrative Agent and certain lenders that are parties thereto (the “Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of February 20, 2008 (as amended, modified, supplemented and waived from time to time, the “Credit Agreement”).

B.The Borrower, the Guarantors, the Administrative Agent and certain of the Lenders entered into that certain Forbearance Agreement and Amendment to Credit Agreement dated as of September 12, 2008 (the “Forbearance Agreement”), pursuant to which the Administrative Agent and such Lenders, among other things, agreed to forbear from exercising their rights and remedies under the Credit Agreement and the other Loan Documents relating to certain Events of Default as described in the Forbearance Agreement (the “Existing Events of Default”).

C.The Existing Events of Default are continuing.

D.The Borrower and the Guarantors have requested that the Administrative Agent and the Lenders amend the Forbearance Agreement to extend the Forbearance Period.

E.The Administrative Agent and the Lenders have agreed to amend the Forbearance Agreement and to enter into this First Amendment subject to and upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.Definitions.  All capitalized terms used in this First Amendment which are not otherwise defined shall have the meanings given to those terms in the Credit Agreement, as amended by the Forbearance Agreement (after taking into account the amendment contained in Section 2 hereof).

2.Amendment to Section 3 of the Forbearance Agreement.  Section 3 of the Forbearance Agreement is hereby amended by deleting the words “December 11, 2008” and replacing them with the words “December 18, 2008.”

3.Conditions to Effectiveness.  This First 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 First Amendment executed and delivered by the Borrower, each of the Guarantors, the Administrative Agent, 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 First Amendment, no Default or Event of Default (other than (i) the Existing Events of Default and (ii) the Reporting Default, the Material Contract Defaults and the Swap Default (as each is defined in the Forbearance Agreement)) shall exist and each of the representations and warranties made by the Borrower and the Guarantors in the Forbearance Agreement 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 First Amendment becomes effective, except to the extent such representations and warranties expressly relate to an earlier date.

(c)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 in accordance with Section 10.04 of the Credit Agreement.

4.Effect of Forbearance Termination Date.  This First Amendment shall cease to be effective upon the occurrence of the Forbearance Termination Date, and, other than as set forth in Section 18 of the Forbearance Agreement, the form of the Credit Agreement, as in effect immediately prior to the Effective Date, shall be deemed to have been otherwise restored to such form in its entirety and the applicable interest rate under the Credit Agreement shall be the Default Rate so long as any Event of Default then exists.

5.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 21 of the Forbearance Agreement) other than as provided in Section 21 of the Forbearance Agreement.

6.Confirmation of Forbearance Agreement.  Except as amended by this First Amendment, all the provisions of the Forbearance 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 First Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Forbearance 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 Forbearance Agreement or any of the instruments or agreements referred to therein.  From and after the date hereof, all references in the Forbearance Agreement to “this Agreement”, “hereof”, “herein”, or similar terms, shall refer to the Forbearance Agreement as amended by this First 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 First Amendment.

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

8.Loan Document.  This First Amendment shall constitute a Loan Document under the Credit Agreement, and all obligations included in this First Amendment shall constitute Obligations under the Credit Agreement and shall be secured by the Collateral.

9.Counterparts.  This First 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 First Amendment by facsimile transmission or electronic photocopy (i.e. a “.pdf”) shall be as effective as delivery of a manually signed counterpart.

IN WITNESS WHEREOF, the parties have caused this First 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: Chief Financial Officer

Guarantors:

SemGroup Energy Partners Operating, L.L.C.

By: /s/ Michael J. Brochetti                                                          

Name: Michael J. Brochetti

Title: Chief Financial Officer

SemMaterials Energy Partners, L.L.C.

By: /s/ Michael J. Brochetti                                                          

Name: Michael J. Brochetti

Title: Chief Financial Officer

SemGroup Energy Partners, L.L.C.

By: /s/ Michael J. Brochetti                                                          

Name: Michael J. Brochetti

Title: Chief Financial Officer

SemGroup Crude Storage, L.L.C.

By: /s/ Michael J. Brochetti                                                          

Name: Michael J. Brochetti

Title: Chief Financial Officer

SemPipe, L.P.

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

By: /s/ Michael J. Brochetti                                                          

Name: Michael J. Brochetti

Title: Chief Financial Officer

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

By: /s/ Michael J. Brochetti                                                          

Name: Michael J. Brochetti

Title: Chief Financial Officer

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:_/s/ Parker H. Douglas  __________

Name: Parker H. Douglas

Title: Senior Vice President

By:_/s/ David W. Stack      __________

Name: David W. Stack

Title: Senior Vice President

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

By:_/s/ John H. Woodiel III _________

Name: John H. Woodiel III

Title: Senior Vice President

The Bank of Nova Scotia, as a Lender

By:_/s/ Andrew Ostrov _____________

Name: Andrew Ostrov

Title: Director

Bank of Scotland PLC, as a Lender

By:_/s/ Karen Weich _______________

Name: Karen Weich

Title: Vice President

Blue Ridge Investments LLC, as a Lender

By:_/s/ Yongmei Shen______________

Name: Yongmei Shen

Title: Vice President

BMO Capital Markets Financing Inc., as a Lender

By:_____________________________

Name:

Title:

Calyon New York Branch, as a Lender

By:_/s/ Alan Sidrane_______________

Name: Alan Sidrane

Title: Managing Director

By:_/s/ Anne Shean________________

Name: Anne Shean

Title: Director

Citibank, N.A., as a Lender

By:_____________________________

Name:

Title:

Fortis Capital Corporation, as a Lender

By: /s/ Darrell Holley                                                          

Name: Darrell Holley

Title: Managing Director

By: /s/ Darrell Holley                                                          

Name: Ilene Fowler

Title: Director

Guaranty Bank And Trust Company, as a Lender

By:_/s/ Gail J. Nofoinger_____________

Name: Gail J. Nofoinger

Title: Senior Vice President

Halbis Distressed Opportunities Master Fund LTD, as a Lender

By:_/s/ Peter Sakon_________________

Name: Peter Sakon

Title: VP

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

By:_____________________________

Name:

Title:

Lehman Brothers Commercial Bank, as a Lender

By:_____________________________

Name:

Title:

Lehman Commercial Paper, Inc., as a Lender

By:_____________________________

Name:

Title:

Merrill Lynch Bank USA, as a Lender

By:_____________________________

Name:

Title:

Merrill Lynch Capital, as a Lender

By:_____________________________

Name:

Title:

One East Liquidity Master LP, as a Lender

By:_/s/ Sina Toussi              _________

Name: Sina Toussi

Title: Managing Director and Authorized Signatory

One East Partners Master LP, as a Lender

By:_/s/ Sina Toussi              _________

Name: Sina Toussi

Title: Managing Director and Authorized Signatory

Raymond James Bank FSB, as a Lender

By:_/s/ Garrett McKinnon___________

Name: Garrett McKinnon

Title: Vice President

Royal Bank of Canada, as a Lender

By:_/s/ Leslie P. Vowell____________

Name: Leslie P. Vowell

Title: Attorney-in-Fact

SunTrust Bank, N.A., as a Lender

By:_/s/ Samuel M. Ballestros________

Name: Samuel M. Ballestros

Title: Senior Vice President

UBS Loan Finance LLC, as a Lender

By:_/s/ Mary E. Evans_____________

Name: Mary E. Evans

Title: Associate Director, Banking Products Services, US

By:_/s/ Irja R. Otsa     _____________

Name: Irja R. Otsa

Title: Associate Director, Banking Products Services, US

Acknowledged:

Wachovia Bank, National Association,

as Administrative Agent

By:_/s/ C. Mark Hedrick_____________

Name: C. Mark Hedrick

Title: Managing Director