SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Limited Partnership Agreement • December 20th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledDecember 20th, 2011 Company Industry JurisdictionTHIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P., dated as of December 14, 2011, is entered into by and among Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), and Rose Rock Midstream Corporation, a Delaware corporation (“RRMC”), together with any other Persons who are now or 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledMay 18th, 2015 Company Industry Jurisdiction
Rose Rock Midstream, L.P. 2,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledFebruary 13th, 2015 Company Industry JurisdictionRose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell 2,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”), for whom RBC Capital Markets, LLC is acting as the representative (the “Representative”). In addition, the Partnership proposes to grant the Underwriters an option to purchase up to 300,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
Rose Rock Midstream, L.P. 4,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledAugust 16th, 2013 Company Industry JurisdictionRose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell 4,750,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”), for whom Barclays Capital Inc. is acting as the representative (the “Representative”). In addition, the Partnership proposes to grant the Underwriters an option to purchase up to 712,500 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
ROSE ROCK MIDSTREAM, L.P. $150,000,000 of Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 13th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledMay 13th, 2015 Company Industry Jurisdiction
U.S.$150,000,000 CREDIT AGREEMENT Dated as of November 10, 2011 among ROSE ROCK MIDSTREAM, L.P., as Borrower, THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and Collateral Agent, RBS...Credit Agreement • November 18th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledNovember 18th, 2011 Company Industry JurisdictionCREDIT AGREEMENT dated as of November 10, 2011 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among Rose Rock Midstream, L.P., a Delaware limited partnership (together with any permitted successors or assigns, the “Borrower”), the LENDERS party hereto from time to time, THE ROYAL BANK OF SCOTLAND PLC (“RBS”), as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”), the ISSUING BANKS party hereto from time to time, RBS, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”), RBS SECURITIES INC., BARCLAYS CAPITAL, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), and CADENCE BANK, N.A. and UBS LOAN FINANCE LLC, as co-agents (in such capacity, the “Co-Agents”).
Rose Rock Midstream, L.P. 7,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledDecember 14th, 2011 Company Industry Jurisdiction
Rose Rock Midstream, L.P. Rose Rock Finance Corporation Purchase AgreementPurchase Agreement • May 13th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledMay 13th, 2015 Company Industry JurisdictionRose Rock Midstream, L.P., a limited partnership organized under the laws of Delaware (the “Partnership”), and Rose Rock Finance Corporation, a corporation organized under the laws of Delaware and a wholly-owned subsidiary of the Partnership (the “Co-Issuer” and together with the Partnership, the “Issuers”), propose to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $350,000,000 aggregate principal amount of their 5.625% Senior Notes due 2023 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by each of the Guarantors (as defined below). The Notes and the Guarantees are hereinafter collectively referred to as the “Securities.” The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”) to be dated as of the Closing Date (as defined below), between the Issuers, the subsidiaries of the Part
Rose Rock Midstream Equity Incentive Plan RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • February 29th, 2012 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledFebruary 29th, 2012 Company Industry JurisdictionTHIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Date of Grant”) by and between Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and (the “Participant”).
CONTRIBUTION AGREEMENT BY AND AMONG SEMGROUP CORPORATION, ROSE ROCK MIDSTREAM HOLDINGS, LLC, ROSE ROCK MIDSTREAM GP, LLC, ROSE ROCK MIDSTREAM, L.P. AND ROSE ROCK MIDSTREAM OPERATING, LLC December 12, 2013Contribution Agreement • December 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledDecember 16th, 2013 Company Industry JurisdictionThis Contribution Agreement (this “Agreement”) is made and entered into as of December 12, 2013, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.”
COMMON UNIT PURCHASE AGREEMENT BY AND AMONG ROSE ROCK MIDSTREAM, L.P. AND THE PURCHASERS NAMED ON SCHEDULE A HERETOCommon Unit Purchase Agreement • January 14th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledJanuary 14th, 2013 Company Industry JurisdictionCOMMON UNIT PURCHASE AGREEMENT, dated as of January 8, 2013 (this “Agreement”), by and among Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule A attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • November 23rd, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledNovember 23rd, 2011 Company IndustryThis Amendment (this “Amendment”) to that certain Severance Agreement (the “Agreement”) dated , 20 , by and between SemGroup Corporation, a Delaware corporation (with any successor, the “Company”), and (the “Participant”) is adopted and approved by the Company to be effective as of November 18, 2011.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM GP, LLCLimited Liability Company Agreement • December 20th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledDecember 20th, 2011 Company Industry JurisdictionTHIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM GP, LLC, dated as of December 14, 2011, is entered into by Rose Rock Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), as Sole Member of the Company as of the date hereof.
Rose Rock Midstream Equity Incentive Plan PHANTOM UNIT AWARD AGREEMENTPhantom Unit Award Agreement • November 18th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledNovember 18th, 2011 Company Industry JurisdictionTHIS PHANTOM UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Date of Grant”) by and between Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and (the “Participant”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among SEMGROUP CORPORATION ROSE ROCK MIDSTREAM HOLDINGS, LLC ROSE ROCK MIDSTREAM GP, LLC ROSE ROCK MIDSTREAM CORPORATION ROSE ROCK MIDSTREAM, L.P. ROSE ROCK MIDSTREAM OPERATING, LLC SEMOPERATING...Contribution, Conveyance and Assumption Agreement • December 1st, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledDecember 1st, 2011 Company IndustryThis Contribution, Conveyance and Assumption Agreement, dated as of November 29, 2011 (this “Agreement”), is by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), Rose Rock Midstream Corporation, a Delaware corporation (“RRMC”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), Rose Rock Midstream Operating, LLC, a Delaware limited liability company (“Opco”), SemOperating G.P., L.L.C., a Delaware limited liability company (“SemOperating”), Rose Rock Midstream Energy GP, LLC, a Delaware limited liability company (“RRM Energy GP”), SemCrude, L.P., a Delaware limited partnership (“SemCrude”), and SemGreen, L.P., a Delaware limited partnership (“SemGreen”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2014 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledMarch 12th, 2014 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 6, 2014 (the “Effective Date”), is entered into by and among SemManagement, L.LC., a Delaware limited liability company (“SemManagement”), SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream GP, LLC (“Rose Rock”), a Delaware limited liability company, and Carlin Conner, an individual who resides in Hamburg, Germany (“Executive”). SemGroup is the sole member of Rose Rock. SemManagement is wholly owned by SemGroup. SemGroup and its direct and indirect subsidiaries (including SemManagement) and its Affiliates (as defined in Section 1.1 below) are sometimes collectively referred to herein as the “Company.”
LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM GP, LLCLimited Liability Company Agreement • August 12th, 2011 • Rose Rock Midstream, L.P. • Delaware
Contract Type FiledAugust 12th, 2011 Company JurisdictionThis Limited Liability Company Agreement (this “Agreement”) of Rose Rock Midstream GP, LLC is adopted, executed, and agreed to by the sole Member (as defined below), as of August 8, 2011.
FIRST AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • November 9th, 2012 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledNovember 9th, 2012 Company Industry JurisdictionTHIS FIRST AMENDMENT, dated as of September 26, 2012 (this “Amendment”), to the Credit Agreement, dated as of November 10, 2011 (as previously amended, the “Credit Agreement”), and entered into by, among others, Rose Rock Midstream, L.P., as the Borrower (the “Borrower”), certain subsidiaries of the Borrower, as Guarantors, the lenders party thereto (the “Lenders”) and The Royal Bank of Scotland plc, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • March 1st, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledMarch 1st, 2013 Company Industry JurisdictionTHIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of _______________, 20___ (the “Date of Grant”) by and between Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and ____________________ (the “Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledJanuary 14th, 2013 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2013, by and among Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and the Purchasers set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
THIRD AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • December 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledDecember 16th, 2013 Company Industry JurisdictionTHIS THIRD AMENDMENT TO THE CREDIT AGREEMENT, dated as of December 10, 2013 (this “Amendment”), to the Credit Agreement, dated as of November 10, 2011 (as amended by the First Amendment to the Credit Agreement, dated as of September 26, 2012, and the Second Amendment to the Credit Agreement and First Amendment to the Guarantee and Collateral Agreement, dated as of September 20, 2013, and as further modified, amended or otherwise supplemented prior to the date hereof, the “Credit Agreement”) entered into by, among others, Rose Rock Midstream, L.P., as the Borrower (the “Borrower”), certain subsidiaries of the Borrower, as Guarantors, the lenders party thereto (the “Lenders”) and The Royal Bank of Scotland plc, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
OMNIBUS AGREEMENT among SEMGROUP CORPORATION, ROSE ROCK MIDSTREAM GP, LLC and ROSE ROCK MIDSTREAM, L.P.Omnibus Agreement • December 20th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledDecember 20th, 2011 Company IndustryTHIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement singularly as a “Party” and collectively as the “Parties.”
CRUDE OIL STORAGE SERVICES AGREEMENTCrude Oil Storage Services Agreement • September 30th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledSeptember 30th, 2011 Company Industry JurisdictionThis Crude Oil Storage Services Agreement (the “Agreement”) is entered into effective as of the 1st day of February, 2009 (the ‘Effective Date”), by and between SEMCRUDE, L.P., a Delaware limited partnership (“Operator”), and GAVILON, LLC, a Delaware limited liability company (“Customer”). Each of Operator and Customer may also be referred to individually as a “Party” or collectively as “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 30th, 2016 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledSeptember 30th, 2016 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 30, 2016, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream, L.P., a Delaware limited partnership (“Rose Rock”) and TMOL, LLC, a Delaware limited liability company (“TMOL”).
FIRST AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENTCrude Oil Storage Services Agreement • September 30th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledSeptember 30th, 2011 Company IndustryThis FIRST AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT (this “Amendment”) is effective May 1, 2009 (the “Effective Date”), made by and between Gavilon, LLC (“Customer”), with offices at Eleven Conagra Drive, STE 11-160, Omaha, Nebraska, 68102, and SemCrude, L.P., a Delaware limited partnership, hereinafter referred to as “Operator” (each referred to individually as “Party” or collectively as “Parties”).
SECOND AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENTCrude Oil Storage Services Agreement • September 30th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledSeptember 30th, 2011 Company IndustryThis SECOND AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT (this “Amendment”) is effective October 1, 2009 (the “Effective Date”), made by and between Gavilon, LLC (“Customer”), with offices at Eleven Conagra Drive, STE 11-160, Omaha, Nebraska, 68102, and SemCrude, L.P., a Delaware limited partnership, hereinafter referred to as “Operator” (each referred to individually as “Party” or collectively as “Parties”).
AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Limited Partnership Agreement • August 12th, 2011 • Rose Rock Midstream, L.P. • Delaware
Contract Type FiledAugust 12th, 2011 Company JurisdictionThis Agreement of Limited Partnership, dated as of August 8, 2011 (this “Agreement”), is entered into and executed by Rose Rock Midstream GP, LLC, a Delaware limited liability company, as the General Partner (as defined herein), and Rose Rock Midstream Holdings, LLC, a Delaware limited liability company, and Rose Rock Midstream Corporation, a Delaware corporation, as the organizational Limited Partners (as defined herein).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Agreement of Limited Partnership • December 1st, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledDecember 1st, 2011 Company Industry JurisdictionThis First Amended and Restated Agreement of Limited Partnership, dated as of November 29, 2011 (this “Agreement”), is entered into and executed by Rose Rock Midstream GP, LLC, a Delaware limited liability company, as the General Partner (as defined herein), and Rose Rock Midstream Holdings, LLC, a Delaware limited liability company, and Rose Rock Midstream Corporation, a Delaware corporation, as the organizational Limited Partners (as defined herein).
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Second Amended and Restated Agreement of Limited Partnership • December 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledDecember 16th, 2013 Company Industry JurisdictionThis Amendment No. 2, dated December 16, 2013 (this “Amendment”), to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 14, 2011, as amended by Amendment No. 1 thereto dated January 11, 2013 (the “Partnership Agreement”), is hereby adopted by Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
FOURTH AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENTCrude Oil Storage Services Agreement • October 11th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledOctober 11th, 2011 Company IndustryTHIS FOURTH AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT (this “Amendment”) is entered into effective as of October 7, 2011 (the “Effective Date”), by and between SemCrude, L.P., a Delaware limited partnership (“Operator”), with offices at 11501 South I-44 Service Road, Oklahoma City, Oklahoma 73173, and Gavilon, LLC, a Delaware limited liability company (“Customer”), (each referred to individually as a “Party” and collectively as the “Parties”).
AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND AMONG SEMGROUP CORPORATION, ROSE ROCK MIDSTREAM HOLDINGS, LLC, SEMDEVELOPMENT, L.L.C., ROSE ROCK MIDSTREAM GP, LLC, ROSE ROCK MIDSTREAM, L.P. AND ROSE ROCK MIDSTREAM OPERATING, LLC February 13, 2015Contribution Agreement • March 25th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledMarch 25th, 2015 Company Industry JurisdictionThis Amended and Restated Contribution Agreement (this “Agreement”) is made and entered into as of February 13, 2015, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), SemDevelopment, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“SD”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH, SD and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership P
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Second Amended and Restated Agreement of Limited Partnership • January 14th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledJanuary 14th, 2013 Company Industry JurisdictionThis Amendment No. 1, dated January 11, 2013 (this “Amendment”), to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 14, 2011 (the “Partnership Agreement”), is hereby adopted by Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
THIRD AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENTCrude Oil Storage Services Agreement • September 30th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
Contract Type FiledSeptember 30th, 2011 Company IndustryThis THIRD AMENDMENT TO CRUDE OIL STORAGE SERVICES AGREEMENT (“Amendment No. 3”) is made this 4th day of May, 2010, by and between Gavilon, LLC (“Gavilon”), a Delaware limited liability company and SemCrude L.P., a Delaware limited partnership, each referred to individually as “Party” or collectively as “Parties”.
SUPPORT AGREEMENTSupport Agreement • May 31st, 2016 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledMay 31st, 2016 Company Industry JurisdictionTHIS SUPPORT AGREEMENT, dated as of May 30, 2016 (this “Agreement”), is entered into by and between Rose Rock Midstream, L.P., a Delaware limited partnership (“RRMS”), and Rose Rock Midstream Holdings, LLC, a Delaware limited liability company (the “Unitholder”).
Rose Rock Midstream Equity Incentive Plan RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • March 1st, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledMarch 1st, 2013 Company Industry JurisdictionTHIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of _______________, 20___ (the “Date of Grant”) by and between Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and ____________________ (the “Participant”).