SemGroup Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 21st, 2017 • SemGroup Corp • Oil & gas field services, nec • New York
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CREDIT AGREEMENT Dated as of August 19, 2014 among BUFFALO GULF COAST TERMINALS LLC, as the Parent, HFOTCO LLC, as the Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and BANK OF...
Credit Agreement • July 17th, 2017 • SemGroup Corp • Oil & gas field services, nec • New York

This CREDIT AGREEMENT, dated as of August 19, 2014 (this “Agreement”), is by and among BUFFALO GULF COAST TERMINALS LLC, a Delaware limited liability company (the “Parent”), HFOTCO LLC, a Texas limited liability company (the “Borrower”), THE LENDERS FROM TIME TO TIME PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”).

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SEMGROUP CORPORATION and Mellon Investor Services LLC Rights Agreement Dated as of October 28, 2011
Rights Agreement • October 28th, 2011 • SemGroup Corp • Oil & gas field services, nec • New York

Rights Agreement, dated as of October 28, 2011 (the “Agreement”), between SemGroup Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, operating under the service name BNY Mellon Shareowner Services, as rights agent (the “Rights Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2017 • SemGroup Corp • Oil & gas field services, nec • New York
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SEMGROUP CORPORATION, the SUBSIDIARY GUARANTORS named in Schedule I hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 20, 2017 7.250% Senior Notes due 2026
Supplemental Indenture • September 21st, 2017 • SemGroup Corp • Oil & gas field services, nec • New York

INDENTURE dated as of September 20, 2017 (this “Indenture”), among SEMGROUP CORPORATION, a Delaware corporation (the “Company”), certain of the Company’s direct and indirect Domestic Subsidiaries (as defined below), each named in Schedule I hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).

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SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • May 8th, 2019 • SemGroup Corp • Oil & gas field services, nec • Delaware

Pursuant to your Performance Share Unit Award Notice (the “Award Notice”) and this Performance Share Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you performance share units indicated in your Award Notice in accordance with the following:

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SemGroup Corporation 7,500,000 of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2016 • SemGroup Corp • Oil & gas field services, nec • New York

SemGroup Corporation, a Delaware corporation (the “Company”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) 7,500,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant the Underwriter an option to purchase up to 1,125,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriter.

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SemGroup Corporation Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 1st, 2013 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of __________________, 20___ (the “Date of Grant”) by and between SemGroup Corporation, a Delaware corporation (with any successor, the “Company”), and _____________ (the “Participant”).

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U.S. $1,000,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2016 among SEMGROUP CORPORATION, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and...
Credit Agreement • September 30th, 2016 • SemGroup Corp • Oil & gas field services, nec • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2016 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), is among SEMGROUP CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), Wells Fargo, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”), WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, RBC CAPITAL MARKETS, LLC, TD SECURITIES (USA) LLC and THE BANK OF NOVA SCOTIA, as joint lead arrangers (the “Joint Lead Arrangers”), CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, RBC CAPITAL MARKETS and TH

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CREDIT AGREEMENT Dated as of June 17, 2011 among SEMGROUP CORPORATION, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and Collateral Agent, RBS SECURITIES INC., BNP PARIBAS SECURITIES...
Credit Agreement • June 21st, 2011 • SemGroup Corp • Oil & gas field services, nec • New York

CREDIT AGREEMENT dated as of June 17, 2011 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), is among SEMGROUP CORPORATION, a Delaware corporation (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 appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), RBS, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”), RBS SECURITIES INC., BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and BARCLAYS CAPITAL, as joint lead arrangers (the “Joint Lead Arrangers”), THE BANK OF NOVA SCOTIA and BNP PARIBAS, as Term Loan A Facility and Revolving Credit Facility co-syndication agents (the “Term Loan A Facility and Revo

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NGL ENERGY HOLDINGS LLC (f/k/a Silverthorne Energy Holdings LLC), A Delaware Limited Liability Company Dated as of November 1, 2011
Limited Liability Company Agreement • November 4th, 2011 • SemGroup Corp • Oil & gas field services, nec • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NGL Energy Holdings LLC (f/k/a Silverthorne Energy Holdings LLC) (the “Company”), dated as of November 1, 2011, is adopted, executed and agreed to, for good and valuable consideration, by NGL Holdings, Inc., a Delaware corporation (“NGL Holdings”), KrimGP2010, LLC, an Oklahoma limited liability company (“Krimbill GP”), Atkinson Investors, LLC, a Texas limited liability company (“Atkinson”), Infrastructure Capital Management, LLC, a New York limited liability company (“ICM” and, collectively with Krimbill GP and Atkinson, the “IEP Group”), Coady Enterprises, LLC, an Illinois limited liability company (“Coady Enterprises”), Thorndike, LLC, an Illinois limited liability company (“Thorndike” and, together with Coady Enterprises, the “Coady Group”), SemStream, L.P., a Delaware limited partnership (“SemStream”), and the other Members identified on the signature pages hereto.

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2018 • SemGroup Corp • Oil & gas field services, nec • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2018, among SemGroup Corporation, a Delaware corporation (“SemGroup”), Beachhead Holdings LLC, Beachhead I LLC and Beachhead II LLC (the “Guaranteeing Subsidiaries”), each an indirect wholly-owned subsidiary of SemGroup, Rose Rock Finance Corporation, a Delaware corporation (together with SemGroup, the “Issuers”), the other Subsidiary Guarantors (as defined in the Indenture referred to below) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and HFOTCO LLC LOAN AGREEMENT Dated as of December 1, 2011 Related to HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2011
Loan Agreement • July 17th, 2017 • SemGroup Corp • Oil & gas field services, nec • Texas

THIS LOAN AGREEMENT, herein, as supplemented, modified, or amended in accordance with the applicable provisions hereof, referred to as this “Loan Agreement”) dated as of December 1, 2011, between the Harris County Industrial Development Corporation (herein referred to as the “Issuer”, which term includes any successor corporation under the Bond Indenture hereinafter referred to), a non-profit corporation organized with the approval of Harris County, Texas, and existing pursuant to the Development Corporation Act, Chapter 501, Texas Local Government Code, as amended, and HFOTCO LLC, a Texas limited liability company (herein referred to as the “Borrower”, which term includes any successors and assigns permitted hereunder),

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FIRST AMENDMENT TO LOAN AGREEMENT (Series 2010)
Loan Agreement • July 17th, 2017 • SemGroup Corp • Oil & gas field services, nec

THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of August 19, 2014 (the “Amendment”), between the Harris County Industrial Development Corporation, a Texas public non-profit corporation (the “Issuer”), and HFOTCO LLC, a Texas limited liability company (the “Borrower”),

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AMENDED AND RESTATED CREDIT AGREEMENT among SEMCAMS MIDSTREAM ULC as Borrower and THE PERSONS PARTY HERETO FROM TIME TO TIME IN THEIR CAPACITIES AS LENDERS and THE TORONTO-DOMINION BANK as Agent MADE AS OF June 13, 2019 TD SECURITIES, CANADIAN...
Credit Agreement • June 19th, 2019 • SemGroup Corp • Oil & gas field services, nec • Alberta

WHEREAS the Borrower has requested and the Lenders have agreed to amend and restate the Existing Credit Agreement on the terms and subject to the conditions set forth in this Agreement;

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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 June 23, 2014
Contribution Agreement • June 23rd, 2014 • SemGroup Corp • Oil & gas field services, nec • Delaware

This Contribution Agreement (this “Agreement”) is made and entered into as of June 23, 2014, 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.”

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FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2011 • SemGroup Corp • Oil & gas field services, nec • Delaware

This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2011, by and among NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), Hicks Oils & Hicksgas, Incorporated, an Indiana corporation (“HOH”), NGL Holdings, Inc., a Delaware corporation (“NGL Holdings”), Krim2010, LLC, an Oklahoma limited liability company (“Krimbill”), Infrastructure Capital Management, LLC, a New York limited liability company (“ICM”), Atkinson Investors, LLC, a Texas limited liability company (“Atkinson,” and together with Krimbill and ICM, the “IEP Group”), Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry, Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra Straight and David Eastin (such Holders collectively and together with HOH, NGL Holdings and the IEP Group, the “Initial Holders”) and AO Energy, Inc., a Massachusetts corporation, E. Osterman, Inc., a Massachusetts corporation, E. O

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SemGroup Corporation Purchase Agreement
SemGroup Corp • September 18th, 2017 • Oil & gas field services, nec • New York

SemGroup Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes 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, $300,000,000 aggregate principal amount of its 7.250% Senior Notes due 2026 (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 Company, the subsidiaries of the Company listed on the signature pages hereto (the “Guarantors”) and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to register the Securities under the Act subject to the terms and condit

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SUPPORT AGREEMENT
Support Agreement • September 16th, 2019 • SemGroup Corp • Oil & gas field services, nec • Delaware

This SUPPORT AGREEMENT, dated as of September 15, 2019 (this “Agreement”), is by and among Energy Transfer LP, a Delaware limited partnership (“Parent”), Nautilus Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), WP SemGroup Holdco LLC, a Delaware limited liability company (“Stockholder”), and SemGroup Corporation, a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, NAUTILUS MERGER SUB LLC and SEMGROUP CORPORATION Dated as of September 15, 2019
Agreement and Plan of Merger • September 16th, 2019 • SemGroup Corp • Oil & gas field services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 15, 2019, is by and among Energy Transfer LP, a Delaware limited partnership (“Parent”), Nautilus Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and SemGroup Corporation, a Delaware corporation (the “Company”).

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WARRANT AGREEMENT (Common Stock Warrants) by and between SemGroup Corporation, and Mellon Investor Services LLC, as Warrant Agent Dated as of November 30, 2009
Warrant Agreement • May 6th, 2010 • SemGroup Corp • New York

This WARRANT AGREEMENT (this “Warrant Agreement”), entered into on November 30, 2009, between SemGroup Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Warrant Agent (the “Warrant Agent”).

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AGREEMENT AND PLAN OF MERGER dated as of May 30, 2016 by and among SEMGROUP CORPORATION, PBMS, LLC, ROSE ROCK MIDSTREAM, L.P. and ROSE ROCK MIDSTREAM GP, LLC
Agreement and Plan of Merger • May 31st, 2016 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 30, 2016 (the “Execution Date”), is entered into by and among SemGroup Corporation, a Delaware corporation (“Parent”), PBMS, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), Rose Rock Midstream, L.P., a Delaware limited partnership (“RRMS”), and Rose Rock Midstream GP, LLC, a Delaware limited liability company and the general partner of RRMS (“RRMS General Partner”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2014 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS 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.”

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FIRST AMENDMENT TO THE CREDIT AGREEMENT
The Credit Agreement • November 9th, 2012 • SemGroup Corp • Oil & gas field services, nec • New York

THIS 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.

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HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED BOND INDENTURE Dated as of August 19, 2014 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE...
Bond Indenture • July 17th, 2017 • SemGroup Corp • Oil & gas field services, nec • Texas

THIS AMENDED AND RESTATED BOND INDENTURE, dated as of August 19, 2014 (this “Bond Indenture”), between the Harris County Industrial Development Corporation, a Texas public non-profit corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), being qualified to accept and administer the trusts hereby created,

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RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • March 1st, 2013 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS 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”).

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AMENDMENT NO. 1 to RESTRICTED AWARD AGREEMENT
Restricted Award Agreement • October 29th, 2010 • SemGroup Corp • Oil & gas field services, nec

This Amendment No. 1 (this “Amendment”) to that certain Restricted Stock Award Agreement, dated , 20 (“Agreement”), by and between SemGroup Corporation, a Delaware corporation (with any successor, the “Company”), and (the “Participant”).

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THIRD AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • May 6th, 2016 • SemGroup Corp • Oil & gas field services, nec

This Third Amendment (this “Amendment”) to that certain Severance Agreement (the “Agreement”) dated June 2, 2010, 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 ____________, 2016.

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THIRD AMENDMENT TO THE CREDIT AGREEMENT
Credit Agreement • December 16th, 2013 • SemGroup Corp • Oil & gas field services, nec • New York

THIS 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.

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CONTRIBUTION AGREEMENT DATED AS OF AUGUST 31, 2011 BY AND AMONG SEMSTREAM, L.P. NGL ENERGY PARTNERS LP, NGL ENERGY HOLDINGS, LLC, AND NGL SUPPLY TERMINAL COMPANY, LLC
Contribution Agreement • November 4th, 2011 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of August 31, 2011 (the “Execution Date”), is entered into by and among SemStream, L.P., a Delaware limited partnership (“SemStream,” and together with the Limited Partner (as defined below), the “SEM Group Entities”), NGL Supply Terminal Company LLC, a Delaware limited liability company (“NGL Subsidiary”), NGL Energy Partners LP, a Delaware limited partnership (“NGL”), and NGL Energy Holdings LLC, a Delaware limited liability company (“Holdings,” and together with NGL Subsidiary and NGL, the “NGL Group Entities”).

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AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • February 29th, 2012 • SemGroup Corp • Oil & gas field services, nec

This 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.

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SemGroup Corporation Severance Agreement
Severance Agreement • February 26th, 2018 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS AGREEMENT dated as of the ____ day of _____________, 20_____ (the “Agreement Date”) is made by and between SemGroup Corporation, a corporation incorporated under the laws of the State of Delaware (“SemGroup”, together with its subsidiaries, affiliates and successors thereto), and _________________________ (“Executive”).

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AMENDMENT NO. 2 TO CONTINUING COVENANT AGREEMENT
Continuing Covenant Agreement • July 2nd, 2018 • SemGroup Corp • Oil & gas field services, nec • New York

This CONTINUING COVENANT AGREEMENT dated as of August 19, 2014 (as amended, modified or restated from time to time, this “Agreement”), between HFOTCO LLC, a Texas limited liability company (the “Obligor”), BUFFALO GULF COAST TERMINALS LLC, a Delaware limited liability company (the “Parent”), Bank of America, N.A., a national banking association, as Administrative Agent and Collateral Agent, and the Bondholders (as defined herein) from time to time party hereto.

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SemGroup Corporation Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 29th, 2012 • SemGroup Corp • Oil & gas field services, nec • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 2012 (the “Date of Grant”) by and between SemGroup Corporation, a Delaware corporation (with any successor, the “Company”), and (the “Participant”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 30th, 2016 • SemGroup Corp • Oil & gas field services, nec • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2016, among SemGroup Corporation, a Delaware corporation (“SemGroup”), SemGas, L.P., SemMaterials, L.P., SemGroup Europe Holding, L.L.C., SemOperating G.P., L.L.C., SemMexico, L.L.C., SemDevelopment, L.L.C., Mid-America Midstream Gas Services, L.L.C. (the “Guaranteeing Subsidiaries”), each an indirect wholly-owned subsidiary of SemGroup, Rose Rock Finance Corporation, a Delaware corporation (together with Rose Rock Midstream, L.P., the “Issuers”), the other Subsidiary Guarantors (as defined in the Indenture referred to below) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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