NINTH AMENDMENT TO THE CREDIT AGREEMENT

i.    The definition of “Available Amount” is hereby amended by deleting the word “years” in clause (a)(x) thereof and replacing it with the word “quarters” in lieu thereof.

ii.    The definition of “Available Cash” is hereby amended by amending and restating clause (a) thereof as follows:

“(a)    the sum of: (i) all cash and cash equivalents of the Borrower and its Subsidiaries (or the Borrower’s proportionate share of cash and Cash Equivalents in the case of Subsidiaries that are not wholly owned), excluding Unrestricted Subsidiaries, on hand at the end of such fiscal quarter; and (ii) if the management of the Borrower so determines, all or any portion of any additional cash and cash equivalents of the Borrower and its Subsidiaries (or the Borrower’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly

owned), excluding Unrestricted Subsidiaries, either (x) on hand on the date of determination of Available Cash with respect to such fiscal quarter resulting from Working Capital Borrowings made subsequent to the end of such fiscal quarter or (y) available to be drawn as Working Capital Borrowings on such date of determination”

iii.    The definition of “Material Project” is hereby amended by (i) deleting the word “or” immediately following the word “Borrower” therein and replacing it with a “,” in lieu thereof and (ii) adding “or Maurepas Holdings or any of its Subsidiaries,” immediately after the words “Restricted Subsidiary” therein.

iv.    The definition of “Material Project EBITDA Adjustment” is hereby amended by (i) deleting the word “or” immediately following the first instance of the word “Borrower” therein and replacing it with a “,” in lieu thereof, (ii) adding “Maurepas Holdings or any of its Subsidiaries” immediately after the first instance of the words “Restricted Subsidiary” therein, (iii) deleting the words “of the Borrower and its Restricted Subsidiaries” in clause (x) thereof and (iv) inserting the parenthetical “(giving effect, for the avoidance of doubt and without duplication, to clause (e) of the definition of Consolidated Net Income in the case of any Material Project of Maurepas Holdings or its Subsidiaries)” in clause (x) thereof immediately following the third instance of the words “Material Project”.

v.    The definition of “Net Proceeds” is hereby amended by (i) inserting the word “Restricted” immediately before the second instance of the word “Subsidiary” therein and (ii) inserting the phrase “, in each case” immediately following the third parenthetical therein.

vi.    The definition of Permitted Business Acquisition is hereby amended by inserting the phrase “by the Borrower, a Restricted Subsidiary of the Borrower, Rose Rock Midstream Partners, L.P., or any of their respective Subsidiaries” immediately after the word “offer” in clause (a) thereof.

vii.    The definition of “Permitted Refinancing Indebtedness” is hereby amended by deleting the words “Section 6.10” therein and replacing them with “Section 6.14(a) and (c)” in lieu thereof.

viii.    The definition of “Unrestricted Subsidiary” is hereby amended and restated as follows:

“Unrestricted Subsidiary” shall mean (i) SemStream AZ, (ii) SemMexico and its subsidiaries, (iii) Maurepas Holdings and its subsidiaries, (iv) on and after the MLP IPO Date, the MLP Entity and each of its Subsidiaries (it being agreed that, subject to compliance with the other requirements of this Agreement with respect to the MLP Transfer, any Investments in the MLP Entity or any Subsidiary thereof that would no longer be permitted by Section 6.04(o) as a result of the MLP Entity becoming an Unrestricted Subsidiary on the MLP IPO Date shall be

deemed to be permitted Investments under Section 6.04), (v) on and after the MLP IPO Date, the General Partner (subject to the requirements of Section 5.10(f) and the Collateral and Guarantee Requirement and the restrictions set forth in Sections 6.01 and 6.02) (it being agreed that, subject to compliance with the other requirements of this Agreement with respect to the MLP Transfer, any Investments in the General Partner that would no longer be permitted by Section 6.04(o) as a result of the General Partner becoming an Unrestricted Subsidiary on the MLP IPO Date shall be deemed to be permitted Investments under Section 6.04), and (vi) any direct or indirect Subsidiary of the Borrower:

(a)    that has not received, is not intended to receive, and is not receiving any portion of the proceeds of any Loan except as permitted by Section 6.04 and on whose behalf no Revolving Letter of Credit has been or is intended to be issued,

(b)    that is designated by the Borrower as an Unrestricted Subsidiary in a written notice provided to the Administrative Agent, which such notice includes a certification by a Responsible Officer that such proposed Unrestricted Subsidiary complies with all requirements set forth in this definition and provides appropriate evidence demonstrating such compliance,

(c)    that has no Indebtedness other than (i) Non-Recourse Debt and (ii) Indebtedness that is guaranteed pursuant to Section 6.01,

(d)    that, except as permitted by Section 6.07, is not party to any transaction with the Borrower or any Restricted Subsidiary,

(e)    (i) neither the Borrower nor any Restricted Subsidiary has or would have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary, and (ii) neither the Borrower nor any Restricted Subsidiary is required to maintain or preserve such Unrestricted Subsidiary’s financial condition or to cause such Person to achieve any specified levels of operating results, except for, in each case, any guarantee permitted by each of Sections 6.01 and 6.04,

(f)    that either is subject to customary separateness covenants and/or corresponding provisions in its organizational documents, or is not engaged in any material business; provided, that no such Subsidiary shall be required to have, and such covenants shall not include, the obligation to appoint, any independent directors, and

(g)    that has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any Restricted Subsidiary. If, at any time, any Unrestricted Subsidiary ceases to comply with the requirements set forth in this definition, it shall immediately thereupon be deemed to be a Restricted Subsidiary for all purposes of this Agreement and the other Loan Documents, including that any Indebtedness of such Subsidiary will be deemed to have been incurred by a Restricted Subsidiary of the Borrower as of such date.

The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Borrower in an amount equal to the outstanding Indebtedness of such Unrestricted Subsidiary on such date of designation and such designation will only be permitted if (i) such Indebtedness is Permitted Indebtedness pursuant to Section 6.01, and (ii) no Default or Event of Default would be in existence upon such designation. On the date of any such designation of an Unrestricted Subsidiary as a Restricted Subsidiary, to the extent that the Collateral and Guarantee Requirement requires such redesignated Subsidiary to take certain actions or enter into certain documents, such redesignated Subsidiary shall so comply.

ix.    The following definitions are hereby added in alphabetical order therein:

“Maurepas Entity” shall mean (i) Maurepas Holdings and (ii) each Subsidiary of Maurepas Holdings.

“Maurepas Holdings” shall mean Maurepas Holdings, LLC, an Oklahoma limited liability company.

“Maurepas Pipeline” shall mean Maurepas Pipeline, LLC, an Oklahoma limited liability company.

“Maurepas Pipeline Project” shall mean the pipeline project identified by the Borrower to the Lenders prior to the Ninth Amendment Effective Date.

“Maurepas Pipeline Project Quarterly Progress Report” shall mean a quarterly report on the construction of the Maurepas Pipeline Project from the construction contractor substantially in the form provided to the Lenders prior to the Ninth Amendment Effective Date.

“Maurepas Sale” shall mean any sale, transfer or other disposition (including any sale and leaseback) of the equity interests of or assets of Maurepas Pipeline to any Person other than the Borrower or any Restricted Subsidiary or any Subsidiary of Maurepas Holdings (other than any such sale, transfer or disposition that would be permitted by Section 6.05(a), (e), (f), (i), or (j)).

“Ninth Amendment” shall mean the Ninth Amendment to the Credit Agreement, dated as of February 11, 2015, by and among the Borrower, the Loan Parties, the Administrative Agent and the Lenders party thereto.

“Ninth Amendment Effective Date” shall have the meaning specified in the Ninth Amendment.

“Permitted Maurepas Activities” shall mean, with respect to (i) Maurepas Holdings, the ownership of the Equity Interests of Maurepas Pipeline, and other activities reasonably ancillary thereto (including, for the avoidance of doubt, distributions to the holders of the Equity Interests of Maurepas Holdings) and (ii) any other Maurepas Entity, the construction, development, management and operation of a system of crude oil, intermediates and product pipelines, and such other activities reasonably ancillary thereto (including, for the avoidance of doubt, distributions to the holders of the Equity Interests of the applicable Maurepas Entity).

x.    The definition of “White Cliffs” is hereby deleted in its entirety.

i.    Clause (c)(i) is hereby amended by adding the parenthetical “(or, in the case of Insurance Proceeds only, received by Maurepas Holdings or Maurepas Pipeline)” immediately following the words “Restricted Subsidiaries” therein.

ii.    A new clause (j) is hereby added as follows:

“(j)    In the case of a Maurepas Sale, Maurepas Holdings shall apply all proceeds (or after a MLP Transfer, SemGroup and its Restricted Subsidiaries proportionate share of proceeds determined on the basis of ownership of Maurepas Pipeline at the time of receipt of such proceeds) received by it or its Subsidiaries (net of (i) attorneys’ fees, accountants’ fees, advisors’ fees, consultants’ fees, investment banking fees, sales commissions, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes and required payments of other obligations relating to the applicable asset (other than pursuant hereto) and any cash reserve for adjustment in respect of the sale price of such asset established in accordance with GAAP, including without limitation liabilities related to environmental matters or against any indemnification obligations associated with such transaction and (ii) Taxes paid or payable as a result thereof) upon (and in any event within three (3) Business Days of) receipt thereof to prepay the Term Borrowings and/or Revolving Facility Borrowings in accordance with Section 2.10(e).”

(d)    The last paragraph of Section 2.20 is hereby amended by deleting the following in its entirety: “(x) Gibson, Dunn & Crutcher LLP, special New York counsel for the Loan Parties, and (y) Conner & Winters, LLP, special Oklahoma”.

(e)    The introductory paragraph in Article V is hereby amended by deleting “to:” at the end thereof and replacing it with “(and each Maurepas Entity with respect to Sections 5.01, 5.02(a), 5.03, 5.05(b), 5.05(c), 5.05(e) and 5.10(j)) to:” in lieu thereof.

(f)    Section 5.01(a) is hereby amended by (i) adding “(i)” immediately following the second instance of the word “except” therein and (ii) adding “and (ii) for the liquidation or dissolution of any Maurepas Entity if the assets of such Maurepas Entity to the extent they exceed estimated liabilities are acquired by the Borrower, a Wholly Owned Subsidiary of the Borrower, or a Maurepas Entity in such liquidation or dissolution” immediately prior to the “.” at the end thereof.

(g)    The proviso in Section 5.03 is hereby amended and restated in its entirety as follows:

“provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim to the extent that (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings, and the Borrower, the affected Restricted Subsidiary of the Borrower or the affected Maurepas Entity, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto or (ii) the aggregate amount of such Taxes, assessments, charges, levies or claims does not exceed U.S.$2.5 million. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower, the affected Restricted Subsidiary of the Borrower or the affected Maurepas Entity or if the failure to pay, discharge or otherwise satisfy such obligation could not reasonably be expected to have a Material Adverse Effect.”

(h)    Section 5.05 is hereby amended as follows:

i.    The following parenthetical is hereby added immediately following the words “Restricted Subsidiary” therein: “(or any Maurepas Entity solely in the case of clauses (b), (c) and (e) below)”.

ii.    Clause (b) is hereby amended by adding “or any Maurepas Entity, in any case” immediately following the words “Restricted Subsidiaries” therein.

iii.    The “and” at the end of clause (c) is hereby deleted.

iv.    The “.” at the end of clause (d) is hereby deleted and replaced with “; and” in lieu thereof.

v.    The following clause (e) is hereby added:

“(e)    prior to the commencement date of the Maurepas Pipeline Project, promptly, but in any event within five (5) Business Days after receipt thereof, a copy of the most recent Maurepas Pipeline Project Quarterly Progress Report.

(i)    Section 5.10 is hereby amended by adding a clause (j) as follows:

“(j)    Except as otherwise expressly permitted by Section 6.05 (x) Maurepas Holdings shall at all times be a wholly owned direct subsidiary of one or more Loan Parties and (y) each Maurepas Entity (other than Maurepas Holdings) shall at all times be a wholly owned direct subsidiary of Maurepas Holdings.”

(j)    The lead-in to Article VI is hereby amended by deleting the phrase “(or the General Partners in respect of Sections 6.01 and 6.02) to:” at the end thereof and replacing it with the following in lieu thereof: “(or (x) the General Partner in respect of Sections 6.01 and 6.02 and (y) each Maurepas Entity in respect of Sections 6.01 (provided that the exceptions in clauses (b), (c), (i), (j), (k), (l), (m)(i), (o), (q) and (r) shall not apply to any of the Maurepas Entities), 6.02 (provided that the exceptions in clauses (i), (j), (cc), (ff) and (hh) shall not apply to any of the Maurepas Entities), 6.03, 6.04 (provided that the exceptions in clause (f) shall not apply to any of the Maurepas Entities), 6.05, 6.07, 6.08, 6.09(d) and 6.12) to:”.

(k)    Section 6.01(l) is hereby amended by adding the phrase “of the Borrower or any Restricted Subsidiary” immediately following the phrase “other Indebtedness” therein.

(l)    Section 6.02 is hereby amended as follows:

i.    Clause (e) thereof is hereby amended by adding the phrase “or any Maurepas Entity” immediately following the words “Restricted Subsidiary” therein.

ii.    Clause (f) is hereby amended by adding the phrase “or any Maurepas Entity” immediately prior to the “;” at the end thereof.

iii.    Clause (n) is hereby amended and restated as follows:

“(n)    Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or securities intermediaries not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower, any of its Restricted Subsidiaries or any of the Maurepas Entities to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower, its Restricted Subsidiaries and the Maurepas Entities or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower, any of its Restricted Subsidiaries or any of the Maurepas Entities in the ordinary course of business;”

iv.    Clause (v) is hereby amended by adding the phrase “or any Maurepas Entity” immediately prior to the “;” at the end thereof.

v.    Clauses (z) and (aa) are hereby amended and restated in their entirety as follows:

“(z)    Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of the Borrower, any Restricted Subsidiary or any Maurepas Entity under any Environmental Law to which any assets of such Person are subject;

(aa)    Liens consisting of minor irregularities in title, boundaries, or other minor survey defects, easements, leases, restrictions, servitudes, licenses, permits, encroachments, reservations, exceptions, zoning restrictions, rights-of-way, conditions, covenants, mineral or royalty rights or reservations or oil, gas and mineral leases and rights of others in any property of the Borrower, the Restricted Subsidiaries or the Maurepas Entities, including rights of eminent domain (including those for streets, roads, bridges, pipes, pipelines, natural gas gathering systems, processing facilities, railroads, electric transmission and distribution lines, telegraph and telephone lines, the removal of oil, gas or other minerals or other similar purposes, flood control, air rights, water rights, rights of others with respect to navigable waters, sewage and drainage rights) that exist as of the Closing Date or at the time the affected property is acquired, or are granted by the Borrower, any Restricted Subsidiary or any Maurepas Entity in the ordinary course of business and other similar charges or encumbrances which do not secure the payment of Indebtedness and otherwise do not materially interfere with the occupation, use and enjoyment by the Borrower or any Restricted Subsidiary of any Mortgaged Property in the normal course of business or materially impair the value of the Mortgaged Properties in the aggregate;”

vi.    Clause (ee) is hereby amended and restated in its entirety as follows:

“(ee)    licenses granted in the ordinary course of business and leases of property of the Loan Parties and the Maurepas Entities that are not material to the business and operations of the Loan Parties or the Maurepas Entities, as applicable;”

vii.    Clauses (hh) and (ii) are hereby amended and restated in their entirety as follows:

“(hh)    Liens on the Equity Interests of any Unrestricted Subsidiary which secure indebtedness of such Unrestricted Subsidiary;

(ii)    Liens not otherwise permitted under this Section 6.02 securing obligations of the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed U.S.$15.0 million; provided that to the extent such Liens permitted under this clause (ii) secure Indebtedness incurred in connection with a Permitted Business Acquisition pursuant to Section 6.01(q), such Liens shall only be permitted to encumber the assets acquired pursuant to such Permitted Business

Acquisition and shall not be permitted to encumber any other assets of the Borrower, any Material Subsidiary or any Subsidiary Loan Party; and”

viii.    Clause (jj) is hereby added therein as follows:

“(jj)    Liens arising under any agreements (not constituting Indebtedness) entered into in connection with the Permitted Maurepas Activities (substantially in the form delivered to the Lenders prior to the Ninth Amendment Effective Date, or such other form as may be reasonably agreed by the Administrative Agent).”

(m)    Section 6.03 is hereby amended by inserting the phrase “by the Borrower or any Restricted Subsidiary” immediately following the words “Sale and Lease-Back Transaction” in the proviso therein.

(n)    Section 6.04 is hereby amended as follows:

i.    Clause (c) is hereby amended and restated in its entirety as follows:

“(c)    Investments arising out of the receipt by the Borrower, any of its Restricted Subsidiaries or any of the Maurepas Entities of noncash consideration for the sale of assets permitted under Section 6.05;”.

ii.    Clause (j) is hereby amended by inserting the phrase “by the Borrower or any Restricted Subsidiary” immediately following the word “Investments” therein.

iii.    Clause (m) is hereby amended and restated in its entirety as follows:

“(m)    Guarantees by the Borrower or any of its Restricted Subsidiaries or, solely for the purposes of clause (iii) below, by any Maurepas Entity of (i) operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course of business; (ii) other obligations of the Restricted Subsidiary of the Borrower that owns an interest in or has entered into a contract with the Glass Mountain Venture, provided that any Guarantees made pursuant to this clause (ii) shall not exceed the amount of Investments otherwise permitted pursuant to Section 6.04(a); and (iii) obligations under any construction, engineering or other similar agreement in respect of the Permitted Maurepas Activities;”

iv.    Clause (s) is hereby amended and restated in its entirety as follows:

“(s)    Investments after the Seventh Amendment Effective Date by Loan Parties in the Glass Mountain Venture not to exceed an amount equal to U.S.$162.0 million;”

v.    Clause (t) is hereby amended by adding an “and” at the end thereof.

vi.    Clause (u) is hereby added as follows:

“(u)    (i) Investments in Maurepas Holdings in an aggregate amount not to exceed $500.0 million; provided that at the time of each such Investment (x) the proceeds of such Investment shall be promptly contributed by Maurepas Holdings to Maurepas Pipeline, (y) the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants and (z) the sum of (1) all cash and cash equivalents of the Borrower and its Subsidiaries (or the Borrower’s proportionate share of cash and Cash Equivalents in the case of Subsidiaries that are not wholly owned), excluding Unrestricted Subsidiaries, on hand on the date of such investment and (2) amounts available to be drawn as Working Capital Borrowings on such date of such investment are not less than U.S.$50.0 million and (ii) Investments comprised of intercompany current liabilities among the Borrower, its Restricted Subsidiaries and the Maurepas Entities, in each case (x) in connection with the cash management operations of the Borrower, its Restricted Subsidiaries and the Maurepas Entities and (y) in the ordinary course of business of the Borrower, its Restricted Subsidiaries and the Maurepas Entities.”

(o)    Section 6.05 is hereby amended as follows:

i.    The first paragraph is hereby amended and restated in its entirety as follows:

“Merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower, any Restricted Subsidiary or any Maurepas Entity or preferred equity interests of the Borrower, any Restricted Subsidiary or any Maurepas Entity, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person or a line of business of a Person, except that this Section shall not prohibit:”

ii.    Clause (a) is hereby amended and restated in its entirety as follows:

“(a)     (i) the purchase and sale of inventory, supplies, materials and equipment and the purchase and sale of rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Borrower, any of its Restricted Subsidiaries or any of the Maurepas Entities, (ii) the sale of any other asset in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries,

(iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Borrower, any of its Restricted Subsidiaries or any of the Maurepas Entities or (iv) the sale of Permitted Investments in the ordinary course of business;”

iii.    Clause (b) is hereby amended by (i) deleting the “or” appearing immediately prior to clause (vi) thereof and replacing it with a “,” in lieu thereof and (ii) deleting the “;” at the end thereof and replacing it with the following in lieu thereof:

“, (vii) the merger, consolidation or amalgamation of any Maurepas Entity into another Maurepas Entity, (viii) the merger, consolidation or amalgamation of any Maurepas Entity into the Borrower in a transaction in which the Borrower is the surviving Person, or (ix) the merger, consolidation or amalgamation of any Maurepas Entity into a Restricted Subsidiary of the Borrower in which the Restricted Subsidiary is the surviving Person;”

iv.    Clause (c) is hereby amended by deleting each instance of “the Borrower or any Restricted Subsidiary” and replacing it with “the Borrower, any Restricted Subsidiary or any Maurepas Entity” in lieu thereof.

v.    Clause (g) is hereby amended by adding the phrase “by the Borrower or a Restricted Subsidiary” immediately following the first instance of the word “assets” therein.

vi.    Clause (i) is hereby amended by deleting the phrase “the Borrower or any Restricted Subsidiary” and replacing it with “the Borrower, any Restricted Subsidiary or any Maurepas Entity” in lieu thereof.

vii.    Clause (l) is hereby amended by deleting the “and” appearing at the end thereof.

viii.    Clause (m) is hereby amended by deleting the “.” at the end thereof and replacing it with “; and” in lieu thereof.

ix.    Clause (n) is hereby added as follows:

“(n)    entry into any agreement in respect of a Maurepas Sale and consummation of any Maurepas Sale; provided that the net proceeds thereof are applied in accordance with Section 2.11(j).”

(p)    Section 6.06 is hereby amended as follows:

i.    Clause (d) is hereby amended and restated in its entirety as follows: “[Reserved.];”.

ii.    Clause (g) is hereby amended and restated in its entirety as follows:

“(g)    other payments or distributions by the Borrower not otherwise permitted by the other clauses of this Section 6.06 in an aggregate amount not to exceed the Borrower’s Available Cash, so long as (i) immediately before and immediately after giving effect to such payment or distribution, as applicable, no Default or Event of Default shall have occurred and be continuing, and (ii) after giving effect to such payment or distribution, as applicable, the Borrower and its Restricted Subsidiaries shall (x) be in compliance, on a Pro Forma Basis with the covenant specified in Section 6.14(a) recomputed as of the last day of the most recently ended fiscal quarter of the Borrower and its Restricted Subsidiaries and (y) the sum of (I) all cash and cash equivalents of the Borrower and its Subsidiaries (or the Borrower’s proportionate share of cash and Cash Equivalents in the case of Subsidiaries that are not wholly owned), excluding Unrestricted Subsidiaries, on hand on the date of such investment and (II) amounts available to be drawn as Working Capital Borrowings on such date of such investment are not less than U.S.$50.0 million.”

(q)    Section 6.07 is hereby amended by (i) deleting the “;” at the end of clause (vii) and replacing it with a “,” in lieu thereof, (ii) deleting the “; and” at the end of clause (viii) and replacing it with a “,” in lieu thereof, (iii) adding the word “and” at the end of clause (ix) thereof and (iv) adding a clause (x) as follows:

“(x)    transactions and payments among the Borrower, its Restricted Subsidiaries and the Maurepas Entities in respect of compensation, expense reimbursement, development, engineering, construction and operation of the assets constituting the Permitted Maurepas Activities.”

(r)    Section 6.08 is hereby amended and restated in its entirety as follows:

“Section 6.08    Business of the Borrower and the Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by it on the Closing Date, Midstream Activities, and, in the case of the Maurepas Entities, the Permitted Maurepas Activities, and, in each case, any business or business activities incidental or related thereto, or, in each case, any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto, the AMI Development Activities, the Permitted Maurepas Activities and other business or activities that are immaterial to the Loan Parties or the Maurepas Entities, as applicable, taken as a whole.”

(s)    Section 6.09 is hereby amended as follows:

i.    Clause (d)(i) is hereby amended by adding the words “a Maurepas Entity or” at the end thereof.

ii.    Exception (d)(C) is hereby amended and restated in its entirety as follows:

“(C)    any restriction on a Restricted Subsidiary or any Maurepas Entity imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary or Maurepas Entity pending the closing of such sale or disposition;”

iii.    Exception (d)(I) is hereby amended by deleting the “or” at the end thereof.

iv.    Exception (d)(M) is hereby amended by deleting the “and” at the end thereof .

v.    Exception (d)(N) is hereby amended by deleting the “.” at the end thereof and replacing it with a “; and” in lieu thereof.

vi.    Exception (d)(O) is hereby added as follows:

“(O)    any contractual restriction or encumbrance existing on the Ninth Amendment Effective Date in respect of the assets constituting the Permitted Maurepas Activities or in any agreements in respect thereof.”

(a)    the Administrative Agent shall have received this Amendment, duly executed by each of the Borrower, the Guarantors and the Required 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 Ninth 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);

(e)    the Borrower shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment;

(f)    the Borrower shall have paid to RBS Securities Inc., for the benefit of each Lender party to this Amendment, a non-refundable consent fee in an aggregate amount equal to 0.100% of the Loans and Commitments of each such Lender party to this Amendment; and

(g)    the Borrower shall have delivered a notice to the Administrative Agent (for distribution to the Lenders) that the Borrower (or its applicable Subsidiary) has entered into the material agreements in respect of the Maurepas Pipeline Project.

provided that, if the foregoing conditions of this Section 2 have not been satisfied on or before May 15, 2015, this Ninth Amendment shall terminate and be of no effect.

Section 3.    Acknowledgment and Consent.

Section 12.    Jurisdiction

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

By: SEMGROUP CORPORATION, as sole member

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

    

By: SEMGROUP CORPORATION, as sole member

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

By: SEMOPERATING G.P., L.L.C., as general partner

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

By: SEMOPERATING G.P., L.L.C., as general partner

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

By: SEMOPERATING G.P., L.L.C., as general partner

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

By: SEMOPERATING G.P., L.L.C., as general partner

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

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

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

By SemGroup Corporation, as sole member

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

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

By: SEMGAS, L.P., as sole member

By:__/s/ Robert N. Fitzgerald__________________

Name:    Robert N. Fitzgerald

Title:    Senior Vice President & CFO

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

THE ROYAL BANK OF SCOTLAND PLC,
as Administrative Agent and Collateral Agent

By:    /s/ Nathan Bautista        
    Name:     Nathan Bautista
    Title: Authorised Signatory

    

    

THE ROYAL BANK OF SCOTLAND PLC,
as a Lender

By:    /s/ Nathan Bautista        
    Name:     Nathan Bautista
    Title: Authorised Signatory

CADENCE BANK, N.A.
as a Lender

By:    /s/ William W. Brown        
    Name:     William W. Brown
    Title: Senior Vice President

Barclay Bank, PLC
as a Lender

By:    /s/ May Huang        
    Name:     May Huang

Title: Assistant Vice President

BMO Harris Financing, Inc.
as a Lender

By:    /s/ Kevin Utsey        
    Name:     Kevin Utsey

Title: Director

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

Wells Fargo Bank, N.A.
as a Lender

By:    /s/ Andrew Ostrov        
    Name:     Andrew Ostrov

Title: Director

Compass Bank
as a Lender

By:    /s/ Kathleen J. Bowen        
    Name:     Kathleen J. Bowen

Title: Senior Vice President

Morgan Stanley Bank, N.A.
as a Lender

By:    /s/ Christopher Winthrop        
    Name:     Christopher Winthrop

Title: Authorized Singatory

CAPITAL ONE NATIONAL ASSOCIATION,
as a Lender

By:    /s/Christpoher Kuna        
    Name:     Christopher Kuna

Title: Vice President

Credit Agricole Corporate and Investment Bank,
as a Lender

By:    /s/Mark Lvoff        
    Name:     Mark Lvoff

Title: Managing Director

By:    /s/William Purdy        
    Name:     William Purdy

Title: Senior Associate

Royal Bank of Canada,
as a Lender

By:    /s/Jason S. York        
    Name:     Jason S. York

Title: Authorized Signato

UBS AG, STAMFORD BRANCH,
as a Lender

By:    /s/Darlene Arias        
    Name:     Darlene Arias

Title: Director

By:    /s/Houssem Daly        
    Name:     Houssem Daly

Title: Associate Director

BOKF, NA DBA BANK OF OKLAHOMA,
as a Lender

By:    /s/Linda J. Bridges        
    Name:     Linda J. Bridges

Title: Vice President

THE BANK OF NOVA SCOTIA,
as a Lender

By:    /s/Mark Sparrow        
    Name:     Mark Sparrow

Title: Director

SUNTRUST BANK,
as a Lender

By:    /s/Shannon Juhan        
    Name:     Shannon Juhan

Title: Vice President

Citibank, N.A.,
as a Lender

By:    /s/Michael Zeller        
    Name:     Michael Zeller

Title: Vice President

By:    /s/Darrell Holley        
    Name:     Darrell Holley

Title: Managing Director

By:    /s/Casey Lowary        
    Name:     Casey Lowary

Title: Executive Director