0001193125-07-123715 Sample Contracts

SEMGROUP ENERGY PARTNERS, L.P. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Delaware

THIS AGREEMENT (this “Agreement”) is effective , 2007, among SemGroup Energy Partners, L.P., a Delaware limited partnership (the “MLP”), SemGroup Energy Partners G.P., L.L.C., a Delaware limited liability company (the “Company”), and the undersigned director or officer of the Company (“Indemnitee”).

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OMNIBUS AGREEMENT
Omnibus Agreement • May 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)

THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the , 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.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma

THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this day of May, 2007, to be effective as of the 22nd day of February, 2007 (the “Effective Date”), by and between SEMGROUP ENERGY PARTNERS MANAGEMENT, INC., a Delaware corporation (the “Company”), and [ ] (the “Executive”).

SEMGROUP ENERGY PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN DIRECTOR RESTRICTED UNIT AGREEMENT
Director Restricted Unit Agreement • May 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Delaware

This Restricted Unit Agreement (“Agreement”) between SemGroup Energy Partners G.P., L.L.C. (the “Company”) and (the “Participant”), a Director of the Company, regarding an award (“Award”) of Restricted Units (as defined in the SemGroup Energy Partners G.P., L.L.C. Long-Term Incentive Plan (the “Plan”)) granted to the Participant on (the “Grant Date”), such number of Restricted Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

SEMGROUP ENERGY PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENT
Employee Phantom Unit Agreement • May 25th, 2007 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Delaware

This Phantom Unit Agreement (“Agreement”) between SemGroup Energy Partners G.P., L.L.C. (the “Company”) and (the “Participant”), regarding an award (“Award”) of Phantom Units (as defined in the SemGroup Energy Partners G.P., L.L.C. Long-Term Incentive Plan (the “Plan”)) granted to the Participant on (the “Grant Date”), such number of Phantom Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

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