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)
This 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
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
This 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).
