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
THIS 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:
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
THIS 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.
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)
THIS 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.”
