Common use of Contributions by the General Partner Clause in Contracts

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the Holdings Interest (as defined in the Contribution Agreement) in exchange for (i) 1,437,433 General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any Common Units issued pursuant to Section 5.10, (ii) any Common Units issued pursuant to Section 5.3(c) and (iii) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in order to maintain the Percentage Interest with respect to its General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to the General Partner of a proportionate number of additional General Partner Units.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the Holdings Interest (as defined a limited liability company membership interest in the Contribution Agreement) Operating Company with a value equal to 2% of the equity value of the Partnership on the Closing Date of the Initial Offering, in exchange for (i) 1,437,433 431,827 General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any the Common Units and Subordinated Units issued pursuant to Section 5.105.2(a), (ii) any Common Class B Units issued pursuant to Section 5.3(c) 5.11 and (iii) any Common Units issued upon the conversion of any Partnership InterestsClass B Units), the General Partner may, in order to maintain the Percentage Interest with respect to its exchange for a proportionate number of General Partner InterestUnits with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner Interests, make additional Capital Contributions in an amount equal to the product obtained by multiplying (Ai) the quotient determined by dividing (xA) the General Partner’s Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100% 100 less the General Partner’s Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to Except as set forth in Article XII, the General Partner of a proportionate number of shall not be obligated to make any additional General Partner UnitsCapital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date July 20, 2007 and pursuant to the Contribution Agreement, the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the Holdings Interest a 2% interest in SemGroup Energy Partners, L.L.C., a Delaware limited liability company (as defined in the Contribution Agreement) “New SemCrude LLC”), in exchange for (i) 1,437,433 511,643 General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of additional Common Units pursuant to the Over-Allotment Option, the Partnership will issue to the General Partner that number of additional General Partner Units equal to 2/98ths of the number of Common Units so issued pursuant to the Over-Allotment Option, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. (c) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any the Common Units issued pursuant to Section 5.10the Over-Allotment Option, (ii) any the Common Units and Subordinated Units issued pursuant to Section 5.3(c) 5.3(a), any Class B Units issued pursuant to Section 5.11 and (iii) any Common Units issued upon the conversion of any Partnership InterestsClass B Units), the General Partner may, in order to maintain the Percentage Interest with respect to its exchange for a proportionate number of General Partner InterestUnits with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner Interests, make additional Capital Contributions in an amount equal to the product obtained by multiplying (Ai) the quotient determined by dividing (xA) the General Partner’s Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100% 100 less the General Partner’s Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to Except as set forth in Article XII, the General Partner of a proportionate number of shall not be obligated to make any additional General Partner UnitsCapital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed shall contribute to the Partnership, as a Capital Contribution, the Holdings Interest (as defined a limited liability company membership interest in the Contribution Agreement) Operating Company with a value equal to 2% of the equity value of the Partnership on the Closing Date of the Initial Offering, in exchange for (i) 1,437,433 431,827 General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any the Common Units and Subordinated Units issued pursuant to Section 5.105.2(a), (ii) any Common Class B Units issued pursuant to Section 5.3(c) 5.11 and (iii) any Common Units issued upon the conversion of any Partnership InterestsClass B Units), the General Partner may, in order to maintain the Percentage Interest with respect to its exchange for a proportionate number of General Partner InterestUnits with rights to allocations and distributions that correspond to those applicable to such additional Limited Partner Interests, make additional Capital Contributions in an amount equal to the product obtained by multiplying (Ai) the quotient determined by dividing (xA) the General Partner's Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100% 100 less the General Partner's Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to Except as set forth in Article XII, the General Partner of a proportionate number of shall not be obligated to make any additional General Partner UnitsCapital Contributions to the Partnership.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the Holdings OLLC Interest (as defined in the Contribution Agreement) in exchange for (i) 1,437,433 1,508,225 General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any the Common Units issued pursuant to Section 5.10the Initial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.3(c) 5.11 and (iiiiv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in order to maintain the Percentage Interest with respect to its General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the Percentage Interest with respect to the General Partner Interest Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to the General Partner of a proportionate number of additional General Partner Units.

Contributions by the General Partner. (a) On the Closing Date and pursuant to the Contribution Agreement, the General Partner contributed to the Partnership, as a Capital Contribution, the Holdings OLLC Interest (as defined in the Contribution Agreement) in exchange for (i) 1,437,433 1,090,000 General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (ii) the Incentive Distribution Rights. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any the Common Units issued pursuant to Section 5.10the Initial Public Offering, (ii) the Common Units and Subordinated Units issued pursuant to Section 5.3(a), (iii) any Common Units issued pursuant to Section 5.3(c) 5.11 and (iiiiv) any Common Units issued upon the conversion of any Partnership Interests), the General Partner may, in order to maintain the Percentage Interest with respect to its General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the Percentage Interest with respect to the General Partner Interest Interests immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (y) 100% less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (B) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to the General Partner of a proportionate number of additional General Partner Units.

Contributions by the General Partner. (a) On the Closing Date and Contribution Date, pursuant to and as described in the Contribution Agreement, the General Partner Holdings contributed to the PartnershipPartnership on behalf of the General Partner, as a Capital Contribution, 2% of the Holdings Interest Interests (as defined in the Contribution Agreement) ), in exchange for a continuation of the General Partner’s 2% General Partner Interest and a right to receive a reimbursement for certain capital expenditures incurred with respect to the Interests. (b) Effective upon the execution of this Agreement, the General Partner’s 2% General Partner Interest that existed immediately prior to the execution of this Agreement shall be exchanged for (i) 1,437,433 342,437 Notional General Partner Units representing a continuation of its 2% General Partner Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance)Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, Agreement and (ii) the Incentive Distribution Rights. (bc) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than (i) any the Common Units, Subordinated Units and Incentive Distribution Rights issued pursuant to Section 5.10in connection with the Initial Public Offering, (ii) any Common Units issued pursuant to Section 5.3(c) upon conversion of Subordinated Units and (iii) any Common Units issued upon the conversion of any Partnership Interestspursuant to Section 5.11), the General Partner may, in order to maintain the Percentage Interest with respect to its General Partner Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (Ai) the quotient determined by dividing (xA) the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership by (yB) 100% 100 less the Percentage Interest with respect to the General Partner Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (Bii) the gross amount contributed to the Partnership by the Limited Partners (before deduction of underwriters’ discounts and commissions) in exchange for such additional Limited Partner Interests. Any Capital Contribution pursuant to this Section 5.2(b) shall be evidenced by the issuance to Except as set forth in Article XII, the General Partner of a proportionate number of shall not be obligated to make any additional General Partner UnitsCapital Contributions to the Partnership.