FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMGROUP ENERGY PARTNERS, L.P.SemGroup Energy Partners, L.P. • July 25th, 2007 • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMGROUP ENERGY PARTNERS, L.P. dated as of July 20, 2007, is entered into by and between SemGroup Energy Partners G.P., L.L.C., a Delaware limited liability company, as the General Partner, and SemGroup Holdings, L.P., a Delaware limited partnership, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT Dated as of July 20, 2007 Among SEMGROUP ENERGY PARTNERS, L.P., as the Borrower, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender BANK OF AMERICA, N.A., as Syndication Agent and The Other...Credit Agreement • July 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 20, 2007, among SemGroup Energy Partners, L.P., a Delaware limited partnership (the “Borrower”), Wachovia Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Syndication Agent.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SEMGROUP ENERGY PARTNERS G.P., L.L.C. A Delaware Limited Liability Company Dated as of July 20, 2007Limited Liability Company Agreement • July 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of SemGroup Energy Partners G.P., L.L.C. (the “Company”), dated as of July 20, 2007, is adopted, executed and agreed to by SemGroup Holdings, L.P., a Delaware limited partnership (“SemGroup Holdings”), as the sole Member of the Company.
OMNIBUS AGREEMENTOmnibus Agreement • July 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of 20th day of July, 2007 and is by and between SemGroup, L.P. (“Parent”), SemManagement, L.L.C. (“Management Company”), SemGroup Energy Partners, L.P. (“Partnership”) and SemGroup Energy Partners G.P., L.L.C. (“General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
THROUGHPUT AGREEMENTThroughput Agreement • July 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma
This Throughput Agreement (the “Agreement”) is entered into this 20th day of July , 2007 (the “Effective Date”) and is made by and among SemGroup Energy Partners, L.P., and one of its wholly-owned Affiliates, SemGroup Energy Partners, L.L.C. (collectively “Owner”), and SemCrude, L.P., Eaglwing, L.P. and SemGroup, L.P. (collectively “Customer”), sometimes referred to individually as “Party” and collectively as “Parties”. In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions.
CLOSING CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENTAnd Assumption Agreement • July 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma
This CLOSING CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of this 20th day of July, 2007 is entered into by and among SemGroup Energy Partners, L.P., a Delaware limited partnership (“MLP”), SemGroup Energy Partners G.P., L.L.C., a Delaware limited liability company (“GP”), SemGroup Holdings, L.P., a Delaware limited partnership (“Holdings”), SemCrude, L.P., a Delaware limited partnership (“SemCrude”), SemGroup, L.P., an Oklahoma limited partnership (“SemGroup”), and SemGroup Energy Partners Operating, L.L.C., a Delaware limited liability company (“OLLC”). MLP, GP, Holdings, SemCrude, SemGroup and OLLC are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
