0001193125-13-474765 Sample Contracts

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, 2013
Contribution Agreement • December 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware

This 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.”

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THIRD AMENDMENT TO THE CREDIT AGREEMENT
Credit Agreement • December 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • 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.

AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.
Partnership Agreement • December 16th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware

This 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.

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