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- -- i'J o IS) Q:) IS) m (.J1 G +::>. '.... ..--- .P -r- t , PREPARED BY AND WHEN RECORDED MAIL TO: ~ z Qs;!C ~!2~ n~~ ifi", l"~ n:::t = 0<.1) <-= ;:JI'Il; '" CQ 0-1 ,-~" <:- c:t:>- .:7lJ $:\ c::: ::z ---j iT! -<., r- -1m G) (;'), E-~~ -<0 0""" t'\) 0 '1 \ CD '""1 " \)I CJ ti z ::r ITl /"T1 r -0 :t:>- co rr: CJ ::3 r- ;0 (J) r- 1>- C,.) U1 ;::><; " l-~ C,.) -- W (f) en Hall Estill, et al Attn: Roni Clark 320 S. Boston Ave., Suite 400 Tulsa, OK 74103 RETAINED LEASEHOLD INTEREST AGREEMENT For and in consideration of the sum ofTen and Noll 00 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and pursuant to the terms of the Contribution Agreement (as hereinafter defined), SEMMATERIALS, L.P., an Oklahoma limited partnership whose address is 6502 South Yale Ave., Tulsa, Oklahoma 74136, Attn: President ("SemMaterials"), hereby reserves and retains, and SEMMATERlALS ENERGY PARTNERS, L.L.C., a Delaware limited liability company whose address is 6120 South Yale Ave., Suite 500, Tulsa, Oklahoma 74136, Attn: President ("SMEP") hereby recognizes and agrees to provide to SemMaterials, a leasehold interest in and to the Leasehold Tract (as hereinafter defined) for the purposes described below. For purposes of this Retained Leasehold Interest Agreement (this "Agreement"), the following terms, where capitalized, shall be defined as follows: "Contribution Agreement" means that certain Contribution Agreement executed by SemMaterials, SMEP and the other party thereto on January 28,2008. "Ground Lease" means that certain lease assigned to SMEP pursuant to the Contribution Agreement and now held by SMEP for the Leasehold Tract as described in Exhibit C attached hereto and made a part hereof. "Leasehold Tract" means that certain tract of land described in Exhibit A attached hereto and made a part hereof, which is leased by SMEP pursuant to the Ground Lease. "Retained Processing Asset Locations" means the location of the Retained Processing Assets on the Leasehold Tract. ffRetained Processing Assets" means those certain processing tanks, equipment, finished product tanks, truck loading equipment all to the extent used for the processing, storage and delivery of finished asphalt and residual fuel oil products as further described in Exhibit B attached hereto and made a part hereof. "Terminal Access and Use Agreement" means that certain Terminal Access and Use Agreement executed by SMEP and SemMaterials on January 28, 2008. Pursuant to the leasehold interest retained and reserved under this Agreement, SemMaterials shall have the following rights: (a) The right to install, operate, monitor, control, maintain, protect, repair, 8159751 :731256:01918 (jl :::J om N~ o :0 m a '=' ;:bo a:> en ~ ~ U1 c:: a fii .J: ~ Z ~o CZ~