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<br />200902983
<br />
<br />FIRST AMENDMENT. REAFFIRMATION. AND JOINDER TO DEED OF TRUST.
<br />MORTGAGE. OPEN END MORTGAGE. FEE AND LEASEHOLD MORTGAGE.
<br />ASSIGNMENT OF LEASES AND RENTS. SECURITY AGREEMENT. FIXTURE
<br />FILING AND FINANCING STATEMENT
<br />
<br />(Hall County, Nebraska)
<br />
<br />This FIRST AMENDMENT, REAFFIRMATION, AND JOINDER TO DEED OF
<br />TRUST, MORTGAGE, OPEN END MORTGAGE, FEE AND LEASEHOLD MORTGAGE,
<br />ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING
<br />AND FINANCING STATEMENT (this "Amendment") is made as of the 1ft' day of April,
<br />2009, but effective as of March 31, 2009, by and among SEMMATERIALS ENERGY
<br />PARTNERS, L.L.C., a Delaware limited liability company ("SMEP LLC"), SGLP ASPHALT,
<br />L.L.c., a Texas limited liability company ("SGLP LLC"), and W ACHOVIA BANK,
<br />NATIONAL ASSOCIATION, as Administrative Agent ("Administrative A2ent").
<br />
<br />RECIT ALS:
<br />
<br />A. SMEP LLC executed that certain Deed of Trust, Mortgage, Open End Mortgage,
<br />Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture
<br />Filing and Financing Statement (the "Security Instrument") dated as of February 20, 2008
<br />which secures, among other things, the payment and performance of (i) the indebtedness and
<br />other obligations and liabilities of any Loan Party evidenced by that certain Amended and
<br />Restated Credit Agreement dated as of February 20, 2008 by and among SemGroup Energy
<br />Partners, L.P. ("SGLP"), Administrative Agent, and others, and (ii) the indebtedness and
<br />obligations evidenced by that certain Amended and Restated Guaranty dated as of February 20,
<br />2008 made by SMEP LLC for the benefit of Administrative Agent. The Security Instrument was
<br />recorded in the Register of Deeds Office of Hall County, Nebraska as Document No. 200806505,
<br />and encumbers the real property described in Exhibit A attached hereto (the "Real Property").
<br />
<br />B. Pursuant to a Master Agreement dated of even date herewith by and among
<br />SMEP LLC, SemMaterials, L.P. ("SEM LP"), SGLP, and others, SEM LP and its affiliates have
<br />agreed to transfer certain of their assets used in connection with liquid asphalt cement facilities
<br />located on the Real Property (the "Asphalt Transferred Assets") to SMEP LLC and SGLP
<br />LLC.
<br />
<br />C. SGLP LLC has agreed to grant Administrative Agent a security interest in SGLP
<br />LLC's interest in the Property, and in connection therewith, SGLP LLC desires to join into the
<br />Security Instrument as if it were an original party to the Security Instrument.
<br />
<br />NOW, THEREFORE, in consideration of the above and the mutual promises contained in
<br />this Amendment, together with other good and valuable consideration, the receipt and
<br />
<br />FIRST AFFIRMATION, REAFFIRMATION AND JOINDER
<br />[20 - Hall County, NE (Grand Island))
<br />DB 1/62765690.1
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