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
CREDIT 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 Equity Incentive Plan RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • November 18th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • 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”).
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM GP, LLCLimited Liability Company Agreement • November 18th, 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 [•], 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
THIS 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...Conveyance and Assumption • November 18th, 2011 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas)
This Contribution, Conveyance and Assumption Agreement, dated as of [•], 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 the “Pa
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Rose Rock Midstream, L.P. • November 18th, 2011 • Pipe lines (no natural gas) • Delaware
This First Amended and Restated Agreement of Limited Partnership, dated as of November [•], 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).
